Edgar Filing: CABLEVISION SYSTEMS CORP /NY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 2014

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.

1-14764	Cablevision Systems Corporation	11-3415180
	Delaware
	1111 Stewart Avenue
	Bethpage, New York 11714
	(516) 803-2300

1-9046	CSC Holdings, LLC	27-0726696
	Delaware
	1111 Stewart Avenue
	Bethpage, New York 11714
	(516) 803-2300

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Cablevision Systems Corporation	Yes	x	No	o
CSC Holdings, LLC	Yes	x	No	o

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files). Yes x No o

Indicate by check mark whether each Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2).

Large accelerated

filer

Accelerated

filer

Non-accelerated

filer

Smaller Reporting Company

Cablevision Systems Corporation

Yes

CSC Holdings, LLC

Yes

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

Cablevision Systems Corporation	Yes	o	No	x
CSC Holdings, LLC	Yes	o	No	x

Number of shares of common stock outstanding as of October 31, 2014:

Cablevision NY Group Class A Common Stock -	219,492,319
Cablevision NY Group Class B Common Stock -	54,137,673
CSC Holdings, LLC Interests of Member -	17,631,479

CSC Holdings, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format applicable to CSC Holdings, LLC.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

			Page

PART I.		FINANCIAL INFORMATION

	Item 1.	Financial Statements of Cablevision Systems Corporation and Subsidiaries

		Condensed Consolidated Balance Sheets - September 30, 2014 (unaudited) and December 31, 2013	2

		Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	4

		Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	5

		Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2014 and 2013 (unaudited)	6

		Financial Statements of CSC Holdings, LLC and Subsidiaries

		Condensed Consolidated Balance Sheets - September 30, 2014 (unaudited) and December 31, 2013	7

		Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	9

		Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	10

		Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2014 and 2013 (unaudited)	11

		Combined Notes to Condensed Consolidated Financial Statements (unaudited)	12

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62

	Item 4.	Controls and Procedures	63

PART II.		OTHER INFORMATION

	Item 1.	Legal Proceedings	64

	Item 6.	Exhibits	64

	SIGNATURES		65

Table of Contents

PART I.

FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q for the period ended September 30, 2014 is separately filed by Cablevision Systems Corporation ("Cablevision") and CSC Holdings, LLC ("CSC Holdings" and collectively with Cablevision, the "Company", "we", "us" or "our").

This Quarterly Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. In this Quarterly Report there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward looking statements. Investors are cautioned that such forward looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:

●

the level of our revenues;

●

competition for subscribers from existing competitors (such as telephone companies, direct broadcast satellite ("DBS") distributors, and Internet-based providers) and new competitors (such as high-speed wireless providers) entering our franchise areas;

●

demand for our video, high-speed data and voice services, which is impacted by competition from other services and the other factors discussed herein;

●

industry conditions;

●

changes in the laws or regulations under which we operate;

●

the outcome of litigation and other proceedings, including the matters described in Note 13 of the combined notes to our condensed consolidated financial statements;

●

general economic conditions in the areas in which we operate;

●

the state of the market for debt securities and bank loans;

●

demand for advertising in our newspapers along with subscriber and single copy outlet sales demand for our newspapers;

●

the level of our capital expenditures;

●

the level of our expenses, including the cost of programming;

●

future acquisitions and dispositions of assets;

●

market demand for new services;

●

demand for advertising on our cable television systems;

●

the tax-free treatment of the MSG Distribution and the AMC Networks Distribution (each as defined herein);

●

whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);

●

other risks and uncertainties inherent in the cable television and newspaper publishing businesses, and our other businesses;

●

financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate; and

●

the factors described in our filings with the Securities and Exchange Commission, including under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein.

We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.

Table of Contents

Item 1.

Financial Statements

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30, 2014		December 31, 2013
	(Unaudited)
ASSETS

Current Assets:

Cash and cash equivalents	$	813,858	$	702,224
Restricted cash		250		250
Accounts receivable, trade (less allowance for doubtful accounts of $13,618 and $14,614)		281,213		283,079
Prepaid expenses and other current assets		139,450		158,183
Amounts due from affiliates		2,276		1,520
Deferred tax asset		-		159,824
Investment securities pledged as collateral		577,533		419,354
Total current assets		1,814,580		1,724,434

Property, plant and equipment, net of accumulated depreciation of $9,380,805 and $9,264,848		2,962,069		2,978,353
Other receivables		1,061		1,683
Investment securities pledged as collateral		577,533		696,730
Derivative contracts		20,454		3,385
Other assets		42,206		29,184
Amortizable intangible assets, net of accumulated amortization of $84,180 and $78,047		43,854		49,952
Indefinite-lived cable television franchises		731,848		731,848
Trademarks and other indefinite-lived intangible assets		7,450		7,450
Goodwill		264,690		264,690
Deferred financing costs, net of accumulated amortization of $54,259 and $42,602		98,000		103,367
	$	6,563,745	$	6,591,076

See accompanying combined notes to condensed consolidated financial statements.

Table of Contents

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Cont'd)

(In thousands, except share amounts)

	September 30, 2014			December 31, 2013
	(Unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:

Accounts payable	$	409,894		$	422,929
Accrued liabilities		556,132			500,925
Amounts due to affiliates		29,610			30,941
Deferred tax liability		24,222			-
Deferred revenue		47,494			47,229
Liabilities under derivative contracts		49,633			99,577
Credit facility debt		61,849			47,463
Collateralized indebtedness		438,758			248,388
Capital lease obligations		15,891			12,025
Notes payable		12,958			3,744
Senior notes		9,200			27,831
Total current liabilities		1,655,641			1,441,052

Deferred revenue		4,826			5,235
Liabilities under derivative contracts		951			47,370
Other liabilities		275,813			381,830
Deferred tax liability		514,872			570,056
Credit facility debt		2,734,020			3,718,682
Collateralized indebtedness		547,425			569,562
Capital lease obligations		29,603			19,265
Notes payable		13,868			1,590
Senior notes and debentures		5,854,733			5,110,684
Total liabilities		11,631,752			11,865,326

Commitments and contingencies

Redeemable noncontrolling interests		9,006			9,294

Stockholders' Deficiency:
Preferred Stock, $.01 par value, 50,000,000 shares authorized, none issued		-			-
CNYG Class A common stock, $.01 par value, 800,000,000 shares authorized, 299,355,863 and 292,489,017 shares issued and 219,283,149 and 213,598,590 shares outstanding		2,994			2,925
CNYG Class B common stock, $.01 par value, 320,000,000 shares authorized, 54,137,673 shares issued and outstanding		541			541
RMG Class A common stock, $.01 par value, 600,000,000 shares authorized, none issued		-			-
RMG Class B common stock, $.01 par value, 160,000,000 shares authorized, none issued		-			-
Paid-in capital		841,372			885,601
Accumulated deficit		(4,290,835	)		(4,546,299	)
		(3,445,928	)		(3,657,232	)
Treasury stock, at cost (80,072,714 and 78,890,427 CNYG Class A common shares)		(1,591,020	)		(1,584,404	)
Accumulated other comprehensive loss		(40,524	)		(42,694	)
Total stockholders' deficiency		(5,077,472	)		(5,284,330	)
Noncontrolling interest		459			786
Total deficiency		(5,077,013	)		(5,283,544	)
	$	6,563,745		$	6,591,076

See accompanying combined notes to condensed consolidated financial statements.

Table of Contents

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three and Nine Months Ended September 30, 2014 and 2013

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues, net (including revenues, net from affiliates of $1,146, $1,280, $4,056, and $4,459, respectively) (See Note 15)	$	1,626,187		$	1,567,837		$	4,829,910		$	4,648,684

Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below and including net charges from affiliates of $43,799, $48,665, $135,581, and $134,007, respectively) (See Note 15)		787,628			767,377			2,348,928			2,319,761
Selling, general and administrative (including net charges from (to) affiliates of $126, $(252), $2,442, and $1,124, respectively) (See Note 15)		377,181			371,572			1,120,588			1,141,325
Restructuring expense (credits)		(137	)		56			530			(582	)
Depreciation and amortization (including impairments)		209,069			203,405			644,442			657,603
		1,373,741			1,342,410			4,114,488			4,118,107

Operating income		252,446			225,427			715,422			530,577

Other income (expense):
Interest expense, net		(146,442	)		(145,275	)		(430,459	)		(457,862	)
Gain on investments, net		2,151			70,222			38,988			166,891
Gain (loss) on equity derivative contracts, net		13,679			(40,750	)		19,715			(93,260	)
Loss on extinguishment of debt and write-off of deferred financing costs		(1,931	)		(16,509	)		(10,229	)		(23,146	)
Miscellaneous, net		811			805			3,348			1,673
		(131,732	)		(131,507	)		(378,637	)		(405,704	)
Income from continuing operations before income taxes		120,714			93,920			336,785			124,873
Income tax expense		(48,813	)		(34,172	)		(83,722	)		(44,036	)
Income from continuing operations		71,901			59,748			253,063			80,837
Income (loss) from discontinued operations, net of income taxes		(79	)		235,286			2,997			333,516
Net income		71,822			295,034			256,060			414,353
Net income attributable to noncontrolling interests		(331	)		(433	)		(596	)		(534	)
Net income attributable to Cablevision Systems Corporation stockholders	$	71,491		$	294,601		$	255,464		$	413,819

Basic income (loss) per share attributable to Cablevision Systems Corporation stockholders:

Income from continuing operations	$	0.27		$	0.23		$	0.96		$	0.31

Income (loss) from discontinued operations	$	-		$	0.90		$	0.01		$	1.28

Net income	$	0.27		$	1.13		$	0.97		$	1.59

Basic weighted average common shares (in thousands)		265,403			261,287			263,832			260,473

Diluted income (loss) per share attributable to Cablevision Systems Corporation stockholders:

Income from continuing operations	$	0.26		$	0.22		$	0.94		$	0.30

Income (loss) from discontinued operations	$	-		$	0.88		$	0.01		$	1.26

Net income	$	0.26		$	1.10		$	0.95		$	1.56

Diluted weighted average common shares (in thousands)		271,269			267,558			269,625			265,487

Amounts attributable to Cablevision Systems Corporation stockholders:
Income from continuing operations, net of income taxes	$	71,570		$	59,315		$	252,467		$	80,303
Income (loss) from discontinued operations, net of income taxes		(79	)		235,286			2,997			333,516
Net income	$	71,491		$	294,601		$	255,464		$	413,819
Cash dividends declared per share of common stock	$	0.15		$	0.15		$	0.45		$	0.45

See accompanying combined notes to condensed consolidated financial statements.

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three and Nine Months Ended September 30, 2014 and 2013

(In thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Net income	$	71,822		$	295,034		$	256,060		$	414,353

Other comprehensive income, net of tax:
Defined benefit pension plans and postretirement plans:
Unrecognized gain (loss) due to remeasurement		1,637			-			(1,491	)		-
Amortization of actuarial losses, net included in net periodic benefit cost		333			279			1,063			699
Settlement loss included in net periodic benefit cost		633			-			2,598			-

Comprehensive income		74,425			295,313			258,230			415,052
Comprehensive income attributable to noncontrolling interests		(331	)		(433	)		(596	)		(534	)
Comprehensive income attributable to Cablevision Systems Corporation stockholders	$	74,094		$	294,880		$	257,634		$	414,518

See accompanying combined notes to condensed consolidated financial statements.

Table of Contents

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2014 and 2013

(In thousands)

(Unaudited)

	2014			2013
Cash flows from operating activities:
Net income	$	256,060		$	414,353
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net of income taxes		(2,997	)		(333,516	)
Depreciation and amortization (including impairments)		644,442			657,603
Gain on investments, net		(38,988	)		(166,891	)
Loss (gain) on equity derivative contracts, net		(19,715	)		93,260
Loss on extinguishment of debt and write-off of deferred financing costs		10,229			23,146
Amortization of deferred financing costs and discounts on indebtedness		17,080			20,023
Share-based compensation expense related to equity classified awards		32,918			40,544
Settlement loss and amortization of actuarial losses related to pension and postretirement plans		6,202			1,182
Deferred income taxes		124,669			35,606
Provision for doubtful accounts		35,994			43,135
Excess tax benefit related to share-based awards		(298	)		(4,682	)
Changes in other assets and liabilities		(36,592	)		(10,170	)
Net cash provided by operating activities		1,029,004			813,593

Cash flows from investing activities:
Capital expenditures		(629,945	)		(740,944	)
Proceeds related to sale of equipment, including costs of disposal		5,009			6,308
Increase in other investments		(883	)		-
Additions to other intangible assets		(756	)		(3,377	)
Net cash used in investing activities		(626,575	)		(738,013	)

Cash flows from financing activities:
Proceeds from credit facility debt, net of discount		-			3,296,760
Repayment of credit facility debt		(975,323	)		(3,279,876	)
Repayment of notes payable		(2,306	)		-
Proceeds from issuance of senior notes		750,000			-
Repurchase of senior notes, including premiums and fees		(27,173	)		(334,139	)
Proceeds from collateralized indebtedness		416,621			438,757
Repayment of collateralized indebtedness and related derivative contracts		(342,105	)		(389,464	)
Proceeds from stock option exercises		43,679			14,146
Dividend distributions to common stockholders		(120,513	)		(120,458	)
Principal payments on capital lease obligations		(11,208	)		(11,341	)
Deemed repurchases of restricted stock		(6,608	)		(11,439	)
Additions to deferred financing costs		(14,273	)		(27,080	)
Distributions to noncontrolling interests, net		(1,014	)		(1,311	)
Excess tax benefit related to share-based awards		298			4,682
Net cash used in financing activities		(289,925	)		(420,763	)

Net increase (decrease) in cash and cash equivalents from continuing operations		112,504			(345,183	)

Cash flows of discontinued operations:
Net cash provided by (used in) operating activities		(1,036	)		198,934
Net cash provided by investing activities		166			644,779
Net cash used in financing activities		-			(38,735	)
Effect of change in cash related to discontinued operations		-			31,893
Net increase (decrease) in cash and cash equivalents from discontinued operations		(870	)		836,871

Cash and cash equivalents at beginning of year		702,224			332,610

Cash and cash equivalents at end of period	$	813,858		$	824,298

See accompanying combined notes to condensed consolidated financial statements.

Table of Contents

CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30, 2014		December 31, 2013
	(Unaudited)
ASSETS

Current Assets:

Cash and cash equivalents	$	748,843	$	651,058
Restricted cash		250		250
Accounts receivable, trade (less allowance for doubtful accounts of $13,618 and $14,614)		281,213		283,079
Prepaid expenses and other current assets		136,948		154,626
Amounts due from affiliates		1,974		115,538
Investment securities pledged as collateral		577,533		419,354
Total current assets		1,746,761		1,623,905

Property, plant and equipment, net of accumulated depreciation of $9,380,805 and $9,264,848		2,962,069		2,978,353
Other receivables		1,061		1,683
Investment securities pledged as collateral		577,533		696,730
Derivative contracts		20,454		3,385
Other assets		42,206		29,184
Amortizable intangible assets, net of accumulated amortization of $84,180 and $78,047		43,854		49,952
Indefinite-lived cable television franchises		731,848		731,848
Trademarks and other indefinite-lived intangible assets		7,450		7,450
Goodwill		264,690		264,690
Deferred financing costs, net of accumulated amortization of $30,274 and $23,376		62,179		61,367
	$	6,460,105	$	6,448,547

See accompanying combined notes to condensed consolidated financial statements.

Table of Contents

CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED BALANCE SHEETS (Cont'd)

(In thousands, except membership unit amounts)

	September 30, 2014			December 31, 2013
	(Unaudited)
LIABILITIES AND MEMBER DEFICIENCY

Current Liabilities:

Accounts payable	$	409,894		$	422,929
Accrued liabilities		502,206			443,550
Amounts due to affiliates		153,828			30,887
Deferred tax liability		119,522			60,582
Deferred revenue		47,494			47,229
Liabilities under derivative contracts		49,633			99,577
Credit facility debt		61,849			47,463
Collateralized indebtedness		438,758			248,388
Capital lease obligations		15,891			12,025
Notes payable		12,958			3,744
Total current liabilities		1,812,033			1,416,374

Deferred revenue		4,826			5,235
Liabilities under derivative contracts		951			47,370
Other liabilities		272,096			377,221
Deferred tax liability		523,935			617,837
Credit facility debt		2,734,020			3,718,682
Collateralized indebtedness		547,425			569,562
Capital lease obligations		29,603			19,265
Notes payable		13,868			1,590
Senior notes and debentures		3,061,424			2,309,403
Total liabilities		9,000,181			9,082,539

Commitments and contingencies

Redeemable noncontrolling interests		9,006			9,294

Member's Deficiency:
Accumulated deficit		(2,115,197	)		(2,486,073	)
Senior notes due from Cablevision		(611,455	)		(611,455	)
Other member's equity (17,631,479 membership units issued and outstanding)		217,635			496,150
		(2,509,017	)		(2,601,378	)
Accumulated other comprehensive loss		(40,524	)		(42,694	)
Total member's deficiency		(2,549,541	)		(2,644,072	)
Noncontrolling interest		459			786
Total deficiency		(2,549,082	)		(2,643,286	)
	$	6,460,105		$	6,448,547

See accompanying combined notes to condensed consolidated financial statements.

Table of Contents

CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three and Nine Months Ended September 30, 2014 and 2013

(In thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues, net (including revenues, net from affiliates of $1,146, $1,280, $4,056, and $4,459, respectively) (See Note 15)	$	1,626,187		$	1,567,837		$	4,829,910		$	4,648,684

Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below and including net charges from affiliates of $43,799, $48,665, $135,581, and $134,007, respectively) (See Note 15)		787,628			767,377			2,348,928			2,319,761
Selling, general and administrative (including net charges from (to) affiliates of $126, $(252), $2,442, and $1,124, respectively) (See Note 15)		377,181			371,572			1,120,588			1,141,325
Restructuring expense (credits)		(137	)		56			530			(582	)
Depreciation and amortization (including impairments)		209,069			203,405			644,442			657,603
		1,373,741			1,342,410			4,114,488			4,118,107

Operating income		252,446			225,427			715,422			530,577

Other income (expense):
Interest expense		(90,862	)		(88,516	)		(263,662	)		(287,587	)
Interest income		12,112			14,911			36,314			44,623
Gain on investments, net		2,151			70,222			38,988			166,891
Gain (loss) on equity derivative contracts, net		13,679			(40,750	)		19,715			(93,260	)
Loss on extinguishment of debt and write-off of deferred financing costs		(1,931	)		(16,507	)		(9,618	)		(23,144	)
Miscellaneous, net		811			805			3,348			1,673
		(64,040	)		(59,835	)		(174,915	)		(190,804	)
Income from continuing operations before income taxes		188,406			165,592			540,507			339,773
Income tax expense		(79,007	)		(67,541	)		(172,032	)		(137,718	)
Income from continuing operations		109,399			98,051			368,475			202,055
Income (loss) from discontinued operations, net of income taxes		(79	)		235,682			2,997			332,909
Net income		109,320			333,733			371,472			534,964
Net income attributable to noncontrolling interests		(331	)		(433	)		(596	)		(534	)
Net income attributable to CSC Holdings, LLC's sole member	$	108,989		$	333,300		$	370,876		$	534,430

Amounts attributable to CSC Holdings, LLC's sole member:
Income from continuing operations, net of income taxes	$	109,068		$	97,618		$	367,879		$	201,521
Income (loss) from discontinued operations, net of income taxes		(79	)		235,682			2,997			332,909
Net income	$	108,989		$	333,300		$	370,876		$	534,430

See accompanying combined notes to condensed consolidated financial statements.

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CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three and Nine Months Ended September 30, 2014 and 2013

(In thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Net income	$	109,320		$	333,733		$	371,472		$	534,964

Other comprehensive income, net of tax:
Defined benefit pension plans and postretirement plans:
Unrecognized gain (loss) due to remeasurement		1,637			-			(1,491	)		-
Amortization of actuarial losses, net included in net periodic benefit cost		333			279			1,063			699
Settlement loss included in net periodic benefit cost		633			-			2,598			-

Comprehensive income		111,923			334,012			373,642			535,663
Comprehensive income attributable to noncontrolling interests		(331	)		(433	)		(596	)		(534	)
Comprehensive income attributable to CSC Holdings, LLC's sole member	$	111,592		$	333,579		$	373,046		$	535,129

See accompanying combined notes to condensed consolidated financial statements.

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CSC HOLDINGS, LLC AND SUBSIDIARIES

(a wholly-owned subsidiary of Cablevision Systems Corporation)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2014 and 2013

(In thousands)

(Unaudited)

	2014			2013
Cash flows from operating activities:
Net income	$	371,472		$	534,964
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net of income taxes		(2,997	)		(332,909	)
Depreciation and amortization (including impairments)		644,442			657,603
Gain on investments, net		(38,988	)		(166,891	)
Loss (gain) on equity derivative contracts, net		(19,715	)		93,260
Loss on extinguishment of debt and write-off of deferred financing costs		9,618			23,144
Amortization of deferred financing costs and discounts on indebtedness		10,941			14,264
Share-based compensation expense related to Cablevision equity classified awards		32,918			40,544
Settlement loss and amortization of actuarial losses related to pension and postretirement plans		6,202			1,182
Deferred income taxes		(36,195	)		45,834
Provision for doubtful accounts		35,994			43,135
Excess tax benefit related to share-based awards		(4,469	)		(43,702	)
Changes in other assets and liabilities		207,496			92,765
Net cash provided by operating activities		1,216,719			1,003,193

Cash flows from investing activities:
Capital expenditures		(629,945	)		(740,944	)
Proceeds related to sale of equipment, including costs of disposal		5,009			6,308
Increase in other investments		(883	)		-
Additions to other intangible assets		(756	)		(3,377	)
Net cash used in investing activities		(626,575	)		(738,013	)

Cash flows from financing activities:
Proceeds from credit facility debt, net of discount		-			3,296,760
Repayment of credit facility debt		(975,323	)		(3,279,876	)
Repayment of notes payable		(2,306	)		-
Proceeds from issuance of senior notes		750,000			-
Repurchase of senior notes, including premiums and fees		-			(308,673	)
Proceeds from collateralized indebtedness		416,621			438,757
Repayment of collateralized indebtedness and related derivative contracts		(342,105	)		(389,464	)
Distributions to Cablevision		(316,350	)		(331,705	)
Principal payments on capital lease obligations		(11,208	)		(11,341	)
Additions to deferred financing costs		(14,273	)		(27,080	)
Distributions to noncontrolling interests, net		(1,014	)		(1,311	)
Excess tax benefit related to share-based awards		4,469			43,702
Net cash used in financing activities		(491,489	)		(570,231	)

Net increase (decrease) in cash and cash equivalents from continuing operations		98,655			(305,051	)

Cash flows of discontinued operations:
Net cash provided by (used in) operating activities		(1,036	)		198,934
Net cash provided by investing activities		166			644,779
Net cash used in financing activities		-			(38,735	)
Effect of change in cash related to discontinued operations		-			31,893
Net increase (decrease) in cash and cash equivalents from discontinued operations		(870	)		836,871

Cash and cash equivalents at beginning of year		651,058			256,744

Cash and cash equivalents at end of period	$	748,843		$	788,564

See accompanying combined notes to condensed consolidated financial statements.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 1.

BUSINESS

Cablevision Systems Corporation ("Cablevision"), through its wholly-owned subsidiary CSC Holdings, LLC ("CSC Holdings," and collectively with Cablevision, the "Company") owns and operates cable television systems and owns companies that provide regional news, local programming and advertising sales services for the cable television industry, provide Ethernet-based data, Internet, voice and video transport and managed services to the business market, and operate a newspaper publishing business. The Company classifies its operations into three reportable segments: (1) Cable, consisting principally of its video, high-speed data, and Voice over Internet Protocol ("VoIP") operations, (2) Cablevision Lightpath, Inc. ("Lightpath") which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market in the New York metropolitan area; and (3) Other, consisting principally of (i) Newsday, which includes the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites including newsday.com and exploreLI.com, (ii) the News 12 Networks, which provide regional news programming services, (iii) Cablevision Media Sales Corporation ("Cablevision Media Sales"), a cable television advertising company, and (iv) certain other businesses and unallocated corporate costs.

On June 27, 2013, the Company completed the sale of substantially all of its Clearview Cinemas' theaters ("Clearview Cinemas") pursuant to the asset purchase agreement entered into in April 2013 (the "Clearview Sale"). On July 1, 2013, the Company completed the sale of its Bresnan Broadband Holdings, LLC subsidiary ("Bresnan Cable") pursuant to the purchase agreement entered into in February 2013 (the "Bresnan Sale").

Effective as of the closing dates of the Clearview Sale and the Bresnan Sale, the Company no longer consolidates the financial results of Clearview Cinemas and Bresnan Cable. Accordingly, the historical financial results of Clearview Cinemas and Bresnan Cable have been reflected in the Company's condensed consolidated financial statements as discontinued operations for all periods presented.

NOTE 2.

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Cablevision and CSC Holdings have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all the information and notes required for complete annual financial statements.

The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

The financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013 presented in this Form 10-Q are unaudited; however, in the opinion of management, such financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

The accompanying condensed consolidated financial statements of Cablevision include the accounts of Cablevision and its majority-owned subsidiaries and the accompanying condensed consolidated financial statements of CSC Holdings include the accounts of CSC Holdings and its majority-owned subsidiaries. Cablevision has no business operations independent of its CSC Holdings subsidiary, whose operating results and financial position are consolidated into Cablevision. The condensed consolidated balance sheets and statements of income of Cablevision are essentially identical to the condensed consolidated balance sheets and statements of income of CSC Holdings, with the following significant exceptions: Cablevision has $2,802,509 of senior notes outstanding at September 30, 2014 (excluding the $611,455 aggregate principal amount of Cablevision notes held by its subsidiary Newsday Holdings LLC) that were issued to third party investors, cash, deferred financing costs and accrued interest related to its senior notes, deferred taxes and accrued dividends on its balance sheet. In addition, CSC Holdings and its subsidiaries have certain intercompany receivables from Cablevision. Differences between Cablevision's results of operations and those of CSC Holdings primarily include incremental interest expense, interest income, the write-off of deferred financing costs, net of gain on extinguishment of debt, and income tax expense or benefit. CSC Holdings' results of operations include incremental interest income from the Cablevision senior notes held by Newsday Holdings LLC, which is eliminated in Cablevision's results of operations.

The combined notes to the condensed consolidated financial statements relate to the Company, which, except as noted, are essentially identical for Cablevision and CSC Holdings. All significant intercompany transactions and balances between Cablevision and CSC Holdings and their respective consolidated subsidiaries are eliminated in both sets of condensed consolidated financial statements. Intercompany transactions between Cablevision and CSC Holdings are not eliminated in the CSC Holdings condensed consolidated financial statements, but are eliminated in the Cablevision condensed consolidated financial statements.

The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2014.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 eliminates the diversity in practice in the presentation of unrecognized tax benefits either where an entity may present unrecognized tax benefits as a liability or by presenting unrecognized tax benefits as a reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances. ASU No. 2013-11 was adopted by the Company on January 1, 2014. ASU No. 2013-11 did not have any impact on the Company's condensed consolidated financial statements.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 3.

DIVIDENDS

During the nine months ended September 30, 2014, the Board of Directors of Cablevision declared and paid the following cash dividends to stockholders of record on both its Cablevision NY Group ("CNYG") Class A common stock and CNYG Class B common stock:

Declaration Date	Dividend Per Share		Record Date	Payment Date

February 25, 2014	$	0.15	March 14, 2014	April 3, 2014
May 6, 2014	$	0.15	May 23, 2014	June 13, 2014
July 29, 2014	$	0.15	August 15, 2014	September 5, 2014

Cablevision paid dividends aggregating $120,513 during the nine months ended September 30, 2014, including accrued dividends on vested restricted shares of $1,548, primarily from the proceeds of equity distribution payments from CSC Holdings. In addition, as of September 30, 2014, up to approximately $7,305 will be paid when, and if, restrictions lapse on restricted shares outstanding.

During the nine months ended September 30, 2014, CSC Holdings made cash equity distribution payments to Cablevision aggregating $316,350. These distribution payments were funded from cash on hand. The proceeds were used to fund:

●

Cablevision's dividends paid;

●

Cablevision's interest payments on its senior notes;

●

Cablevision's repurchases of certain outstanding senior notes; and

●

Cablevision's payments for the acquisition of treasury shares related to statutory minimum tax withholding obligations upon the vesting of certain restricted shares.

NOTE 4.

INCOME PER SHARE ATTRIBUTABLE TO STOCKHOLDERS

Cablevision

Basic income per common share attributable to Cablevision stockholders is computed by dividing net income attributable to Cablevision stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share attributable to Cablevision stockholders reflects the dilutive effects of stock options (including options held by employees of AMC Networks, Inc. ("AMC Networks") and The Madison Square Garden Company ("Madison Square Garden")) and restricted stock.

The following table presents a reconciliation of weighted average shares used in the calculations of the basic and diluted income per share attributable to Cablevision stockholders:

	Three Months		Nine Months		Three Months		Nine Months
	Ended September 30, 2014				Ended September 30, 2013
	(in thousands)

Basic weighted average shares outstanding		265,403		263,832		261,287		260,473

Effect of dilution:
Stock options		3,339		3,399		4,005		2,958
Restricted stock awards		2,527		2,394		2,266		2,056
Diluted weighted average shares outstanding		271,269		269,625		267,558		265,487

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

For the three and nine months ended September 30, 2014, anti-dilutive shares totaling approximately 2,100,000 and 1,646,000 shares, respectively, have been excluded from diluted weighted average shares outstanding. Approximately 1,990,000 restricted shares for the three and nine months ended September 30, 2014 have also been excluded from the diluted weighted average shares outstanding as the performance criteria on these awards had not yet been satisfied.

For the three and nine months ended September 30, 2013, anti-dilutive shares totaling approximately 100,000 and 1,043,000 shares (which include Company options held by AMC Networks employees), respectively, have been excluded from diluted weighted average shares outstanding. Approximately 1,340,000 restricted shares for the three and nine months ended September 30, 2013 have also been excluded from the diluted weighted average shares outstanding as the performance criteria on these awards had not yet been satisfied.

CSC Holdings

Net income per membership unit for CSC Holdings is not presented since CSC Holdings is a limited liability company and a wholly-owned subsidiary of Cablevision.

NOTE 5.

GROSS VERSUS NET REVENUE RECOGNITION

In the normal course of business, the Company is assessed non-income related taxes by governmental authorities, including franchising authorities (generally under multi-year agreements), and collects such taxes from its customers. The Company's policy is that, in instances where the tax is being assessed directly on the Company, amounts paid to the governmental authorities and amounts received from the customers are recorded on a gross basis. That is, amounts paid to the governmental authorities are recorded as technical and operating expenses and amounts received from the customer are recorded as revenues. For the three and nine months ended September 30, 2014, the amount of franchise fees and certain other taxes and fees included as a component of net revenue aggregated $45,841 and $133,096, respectively. For the three and nine months ended September 30, 2013, the amount of franchise fees and certain other taxes and fees included as a component of net revenue aggregated $39,834 and $117,992, respectively.

NOTE 6.

SUPPLEMENTAL CASH FLOW INFORMATION

The Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

During the nine months ended September 30, 2014 and 2013, the Company's non-cash investing and financing activities and other supplemental data were as follows:

	Nine Months Ended September 30,
	2014		2013
Non-Cash Investing and Financing Activities of Cablevision and CSC Holdings:

Continuing Operations:
Capital lease obligations	$	25,412	$	11,499
Intangible asset obligations		216		3,562
Property and equipment accrued but unpaid		36,852		30,162
Notes payable to vendor		34,522		1,777
Reduction in capital lease obligation as a result of not exercising a bargain purchase option		-		22,950

Non-Cash Investing and Financing Activities of Cablevision:
Dividends payable on unvested restricted share awards		2,794		2,434

Supplemental Data:
Continuing Operations - Cablevision:
Cash interest paid		414,412		458,200
Income taxes paid, net		8,417		15,436

Continuing Operations - CSC Holdings:
Cash interest paid		248,444		288,863
Income taxes paid, net		8,417		15,436

Discontinued Operations - Cablevision and CSC Holdings:
Cash interest paid		-		26,606

NOTE 7.

DISCONTINUED OPERATIONS

In connection with the Bresnan Sale and Clearview Sale discussed above, the operating results of Bresnan Cable (previously included in the Company's Cable segment) and Clearview Cinemas (previously included in the Company's Other segment) have been reflected in the Company's condensed consolidated financial statements as discontinued operations for all periods presented.

Operating results of discontinued operations for the three and nine months ended September 30, 2014 and 2013 are summarized below:

Three Months Ended September 30, 2014:
	Clearview Cinemas

Revenues, net	$	-

Loss before income taxes	$	(137	)
Income tax benefit		58

Loss from discontinued operations, net of income taxes	$	(79	)

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

	Nine Months Ended September 30, 2014
	Bresnan Cable^(a)			Clearview Cinemas			Total

Revenues, net	$	-		$	-		$	-

Income (loss) before income taxes	$	5,932		$	(614	)	$	5,318
Income tax benefit (expense)		(2,574	)		253			(2,321	)

Income (loss) from discontinued operations, net of income taxes	$	3,358		$	(361	)	$	2,997

	Three Months Ended September 30, 2013
	Bresnan Cable^(b)			Clearview Cinemas			Total

Revenues, net	$	-		$	-		$	-

Income (loss) before income taxes	$	411,867		$	(1,452	)	$	410,415
Income tax benefit (expense)		(175,703	)		574			(175,129	)
Income (loss) from discontinued operations, net of income taxes - Cablevision		236,164			(878	)		235,286
Income tax expense recognized at Cablevision, not applicable to CSC Holdings		396			-			396
Income (loss) from discontinued operations, net of income taxes - CSC Holdings	$	236,560		$	(878	)	$	235,682

	Nine Months Ended September 30, 2013
	Bresnan Cable^(b)			Clearview Cinemas^(c)(e)			Litigation Settlement^(d)			Total

Revenues, net	$	262,323		$	27,307		$	-		$	289,630

Income (loss) before income taxes	$	441,917		$	(40,543	)	$	173,687		$	575,061
Income tax benefit (expense)		(188,038	)		16,545			(70,052	)		(241,545	)
Income (loss) from discontinued operations, net of income taxes - Cablevision		253,879			(23,998	)		103,635			333,516
Income tax expense (benefit) recognized at Cablevision, not applicable to CSC Holdings		396			-			(1,003	)		(607	)
Income (loss) from discontinued operations, net of income taxes - CSC Holdings	$	254,275		$	(23,998	)	$	102,632		$	332,909

(a)	Represents primarily a gain recognized upon the settlement of a contingency related to Montana property taxes.

(b)	Includes the pretax gain recognized in connection with the Bresnan Sale of approximately $410,000.

(c)	Includes the pretax loss recognized in connection with the Clearview Sale of approximately $18,900.

(d)	Represents primarily the proceeds from the final allocation of the DISH Network, LLC litigation settlement.

(e)

As a result of the Company's annual impairment test in the first quarter of 2013, the Company recorded an impairment charge of $10,347, relating to goodwill of the Company's Clearview business which reduced the carrying value to zero. The Company determined the fair value of the Clearview business, which was a single reporting unit, assuming highest and best use, based on either an income or market approach on a theater by theater basis.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 8.

DEBT

Repayment of Credit Facility Debt – CSC Holdings

In September 2014, CSC Holdings made a prepayment of $200,000 on its outstanding Term B loan facility with cash on hand. In connection with the prepayment of the Term B loan facility, the Company recognized a loss on extinguishment of debt of $814 and wrote-off unamortized deferred financing costs related to this loan facility of $1,117.

Repurchases of Senior Notes - Cablevision

In January 2014, Cablevision repurchased with cash on hand $27,831 aggregate principal amount of its outstanding 5-7/8% Senior Notes due 2022 (the “2022 Notes”). In connection with these repurchases, Cablevision recorded a gain from the extinguishment of this debt of $658, net of fees and wrote-off approximately $1,269 of unamortized deferred financing costs associated with these notes. These notes were classified as a current liability on Cablevision's balance sheet at December 31, 2013.

In October 2014, Cablevision repurchased with cash on hand an additional $9,200 aggregate principal amount of the 2022 Notes. These notes were classified as a current liability on Cablevision's balance sheet at September 30, 2014.

Issuance of Debt Securities – CSC Holdings

In May 2014, CSC Holdings issued $750,000 aggregate principal amount of 5-1/4% senior notes due June 1, 2024 (the "2024 Notes"). The 2024 Notes are senior unsecured obligations and rank equally in right of payment with all of CSC Holdings' other existing and future unsecured and unsubordinated indebtedness. CSC Holdings may redeem all or a portion of the 2024 Notes at any time at a price equal to 100% of the principal amount of the 2024 Notes redeemed plus accrued and unpaid interest to the redemption date plus a "make whole" premium. CSC Holdings used the net proceeds from the issuance of the 2024 Notes, as well as cash on hand, to make a $750,000 prepayment on its outstanding Term B loan facility. In connection with the issuance of the 2024 Notes, the Company incurred deferred financing costs of approximately $14,273, which are being amortized to interest expense over the term of the 2024 Notes. In connection with the prepayment of the Term B loan facility, the Company recognized a loss on extinguishment of debt of approximately $3,240 and wrote-off unamortized deferred financing costs related to this loan facility of approximately $4,447.

NOTE 9.

DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

The Company has entered into various transactions to limit the exposure against equity price risk on its shares of Comcast Corporation ("Comcast") common stock. The Company has monetized all of its stock holdings in Comcast through the execution of prepaid forward contracts, collateralized by an equivalent amount of the respective underlying stock. At maturity, the contracts provide for the option to deliver cash or shares of Comcast stock with a value determined by reference to the applicable stock price at maturity. These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing the Company to retain upside appreciation from the hedge price per share to the relevant cap price.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the condensed consolidated balance sheets at September 30, 2014 and December 31, 2013:

Derivatives Not		Asset Derivatives				Liability Derivatives
Designated as Hedging Instruments	Balance Sheet Location	Fair Value at September 30, 2014		Fair Value at December 31, 2013		Fair Value at September 30, 2014		Fair Value at December 31, 2013

Prepaid forward contracts	Current derivative contracts	$	-	$	-	$	49,633	$	99,577

Prepaid forward contracts	Long-term derivative contracts		20,454		3,385		951		47,370

Total derivative contracts		$	20,454	$	3,385	$	50,584	$	146,947

These prepaid forward contracts are not designated as hedging instruments for accounting purposes and the related gain (loss) of $13,679 and $19,715, respectively, for the three and nine months ended September 30, 2014 and $(40,750) and $(93,260), respectively, for the three and nine months ended September 30, 2013 have been reflected in gain (loss) on equity derivative contracts, net in the accompanying condensed consolidated statements of income.

Settlements of Collateralized Indebtedness

The following table summarizes the settlement of the Company's collateralized indebtedness relating to Comcast shares that were settled by delivering cash equal to the collateralized loan value, net of the value of the related equity derivative contracts for the nine months ended September 30, 2014. The cash was obtained from the proceeds of new monetization contracts covering an equivalent number of Comcast shares. The terms of the new contracts allow the Company to retain upside participation in Comcast shares up to each respective contract's upside appreciation limit with downside exposure limited to the respective hedge price.

Number of shares		8,069,934

Collateralized indebtedness settled	$	(248,388	)
Derivative contracts settled		(93,717	)
		(342,105	)
Proceeds from new monetization contracts		416,621
Net cash receipt	$	74,516

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 10.

FAIR VALUE MEASUREMENT

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

●

Level I - Quoted prices for identical instruments in active markets.

●

Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

●

Level III - Instruments whose significant value drivers are unobservable.

The following table presents for each of these hierarchy levels, the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013:

	At September 30, 2014
	Level I		Level II		Level III		Total
Assets:

Money market funds	$	697,307	$	-	$	-	$	697,307
Investment securities		141		-		-		141
Investment securities pledged as collateral		1,155,066		-		-		1,155,066
Prepaid forward contracts		-		20,454		-		20,454

Liabilities:

Liabilities under derivative contracts:
Prepaid forward contracts		-		50,584		-		50,584

	At December 31, 2013
	Level I		Level II		Level III		Total
Assets:

Money market funds	$	608,225	$	-	$	-	$	608,225
Investment securities		138		-		-		138
Investment securities pledged as collateral		1,116,084		-		-		1,116,084
Prepaid forward contracts		-		3,385		-		3,385

Liabilities:

Liabilities under derivative contracts:
Prepaid forward contracts		-		146,947		-		146,947

The Company's cash equivalents, investment securities and investment securities pledged as collateral are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.

The Company's prepaid forward contracts reflected as derivative contracts and liabilities under derivative contracts on the Company's balance sheets are valued using market-based inputs to valuation models. These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility. When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit risk considerations. Such adjustments are generally based on available market evidence. Since model inputs can generally be verified and do not involve significant management judgment, the Company has concluded that these instruments should be classified within Level II of the fair value hierarchy.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

The Company considers the impact of credit risk when measuring the fair value of its derivative asset and/or liability positions, as applicable.

The Company's assets measured at fair value on a nonrecurring basis include long-lived assets, indefinite-lived cable television franchises, trademarks, other indefinite-lived intangible assets and goodwill. During the quarter ended March 31, 2014, the Company performed its annual impairment test of goodwill, indefinite-lived cable television franchises, trademarks and other indefinite-lived intangible assets and there were no impairment charges recorded.

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate:

Credit Facility Debt, Collateralized Indebtedness, Senior Notes and Debentures and Notes Payable

The fair values of each of the Company's debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities. The fair value of notes payable is based primarily on the present value of the remaining payments discounted at the borrowing cost.

The carrying values, estimated fair values, and classification under the fair value hierarchy of the Company's financial instruments, excluding those that are carried at fair value in the accompanying condensed consolidated balance sheets, are summarized as follows:

		September 30, 2014
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
CSC Holdings notes receivable:
Cablevision senior notes held by Newsday Holdings LLC^(a)	Level II	$	611,455	$	667,008

Debt instruments:
Credit facility debt^(b)	Level II	$	2,795,869	$	2,801,437
Collateralized indebtedness	Level II		986,183		960,858
Senior notes and debentures	Level II		3,061,424		3,279,405
Notes payable	Level II		26,826		26,564
CSC Holdings total debt instruments			6,870,302		7,068,264

Cablevision senior notes	Level II		2,802,509		2,999,852
Cablevision total debt instruments		$	9,672,811	$	10,068,116

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

		December 31, 2013
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
CSC Holdings notes receivable:
Cablevision senior notes held by Newsday Holdings LLC^(a)	Level II	$	611,455	$	682,887

Debt instruments:
Credit facility debt^(b)	Level II	$	3,766,145	$	3,776,760
Collateralized indebtedness	Level II		817,950		809,105
Senior notes and debentures	Level II		2,309,403		2,608,885
Notes payable	Level II		5,334		5,334
CSC Holdings total debt instruments			6,898,832		7,200,084

Cablevision senior notes	Level II		2,829,112		3,101,373
Cablevision total debt instruments		$	9,727,944	$	10,301,457

(a)	These notes are eliminated at the consolidated Cablevision level.

(b)	The principal amount of the Company's credit facility debt, which bears interest at variable rates, approximates its fair value.

Fair value estimates related to the Company's debt instruments and senior notes receivable presented above are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

NOTE 11.

INCOME TAXES

The Company

In January 2014, the Internal Revenue Service informed the Company that the consolidated federal income tax returns for 2009 and 2010 are no longer under examination. Accordingly, in the first quarter of 2014, the Company recorded an income tax benefit of $53,132 associated with the reversal of a noncurrent liability relating to an uncertain tax position from 2009. The statute of limitations with regard to 2009 expired on March 31, 2014.

Cablevision

Cablevision recorded income tax expense of $48,813 and $83,722 for the three and nine months ended September 30, 2014, respectively, reflecting an effective tax rate of 40% and 25%, respectively. In the first quarter of 2014, the reversal of an uncertain tax position liability resulted in a tax benefit of $53,132. Pursuant to New York corporate tax reform legislation enacted on March 31, 2014, in the first quarter of 2014, Cablevision recorded tax benefit of $2,632 relating to the remeasurement of deferred taxes. Absent these items, the effective tax rate for the nine months ended September 30, 2014 would have been 41%.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

Cablevision recorded income tax expense of $34,172 and $44,036 for the three and nine months ended September 30, 2013, respectively, reflecting an effective tax rate of 36% and 35%, respectively. During the nine months ended September 30, 2013, an increase in research credits resulted in a tax benefit of $3,289, including $1,800 relating to the year ended December 31, 2012 pursuant to a law change retroactively extending such credits on January 2, 2013. During the three months ended September 30, 2013, an increase in research credits resulted in a tax benefit of $589. Additionally, Cablevision recorded a tax benefit of $935 and $2,101 for the three and nine months ended September 30, 2013, respectively, resulting from a lower state tax rate on unrealized investment gains. Absent these items, the effective tax rate for the three and nine months ended September 30, 2013 would have been 38% and 40%, respectively.

Subsequent to the utilization of Cablevision's net operating loss and tax credit carry forwards, payments for income taxes are expected to increase significantly. Cablevision's federal net operating loss carry forward as of September 30, 2014 was approximately $471,000.

CSC Holdings

CSC Holdings recorded income tax expense of $79,007 and $172,032 for the three and nine months ended September 30, 2014, respectively, reflecting an effective tax rate of 42% and 32%, respectively. In the first quarter of 2014, the reversal of an uncertain tax position liability resulted in a tax benefit of $53,132. Pursuant to New York corporate tax reform legislation enacted on March 31, 2014, in the first quarter of 2014, CSC Holdings recorded tax benefit of $1,765 relating to the remeasurement of deferred taxes. Absent these items, the effective tax rate for the nine months ended September 30, 2014 would have been 42%.

CSC Holdings recorded income tax expense of $67,541 and $137,718 for the three and nine months ended September 30, 2013, respectively, reflecting an effective tax rate of 41% in both periods.

NOTE 12.

EQUITY PLANS

Cablevision's Equity Plans

Stock Option Award Activity

In the first quarter of 2014, Cablevision granted options that are scheduled to cliff vest in three years and expire 10 years from the date of grant. Cablevision calculated the fair value of the option award on the date of grant using the Black-Scholes option pricing model. Cablevision's computation of expected life was determined based on the simplified method (the average of the vesting period and option term) due to the Company's lack of recent historical data for similar awards. Additionally, these options were issued subsequent to a change in Cablevision's structure in connection with the distribution of AMC Networks in June 2011 (the "AMC Networks Distribution") and the distribution of Madison Square Garden in February 2010 (the "MSG Distribution"). The interest rate for periods within the contractual life of the stock option is based on interest yields for U.S. Treasury instruments in effect at the time of grant. Cablevision's computation of expected volatility is based on historical volatility of its common stock.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

The following assumptions were used to calculate the fair value of the stock option award granted in the first quarter of 2014:

Risk-free interest rate		2.12	%

Expected life (in years)		6.5

Dividend yield		3.79	%

Volatility		42.80	%

Grant date fair value	$	5.27

The following table summarizes activity relating to Company employees who held Cablevision stock options for the nine months ended September 30, 2014:

	Shares Under Option						Weighted Average		Weighted Average Remaining
	Time Vesting Options			Performance Based Vesting Options			Exercise Price Per Share		Contractual Term (in years)		Aggregate Intrinsic Value^(a)
Balance, December 31, 2013		4,514,479			10,639,125		$	13.20		7.21	$	71,823
Granted^(b)		2,000,000			-			17.64
Exercised		(1,184,147	)		(2,398,675	)		11.33
Forfeited/Expired		-			-			-

Balance, September 30, 2014		5,330,332			8,240,450			14.35		7.33	$	43,374

Options exercisable at September 30, 2014		1,330,332			8,240,450			13.74		6.65	$	36,314

Options expected to vest in the future		4,000,000			-			15.81		8.93	$	7,060

(a)

The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of CNYG Class A common stock on September 30, 2014 or December 31, 2013, as indicated, and September 30, 2014 in the case of options exercisable and options expected to vest in the future.

(b)	Options are scheduled to cliff vest at the end of three years and expire 10 years from the date of grant.

In addition, as of September 30, 2014, AMC Networks and Madison Square Garden employees held a total of 152,626 Cablevision stock options. These stock options are not expensed by the Company, however such stock options may have a dilutive effect on net income per share attributable to Cablevision stockholders.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

Restricted Stock Award Activity

The following table summarizes activity relating to Company employees who held Cablevision restricted shares for the nine months ended September 30, 2014:

	Number of Restricted Shares			Number of Performance Based Restricted Shares			Weighted Average Fair Value Per Share at Date of Grant

Unvested award balance, December 31, 2013		4,670,513			1,534,700		$	15.89
Granted		2,070,960			692,100			17.62
Vested		(652,556	)		(236,600	)		25.94
Awards forfeited		(817,157	)		-			15.16

Unvested award balance, September 30, 2014		5,271,760			1,990,200		$	15.40

During the nine months ended September 30, 2014, 889,156 Cablevision restricted shares issued to employees of the Company vested. To fulfill the employees' statutory minimum tax withholding obligations for the applicable income and other employment taxes, 365,130 of these shares, with an aggregate value of $6,608, were surrendered to the Company. These acquired shares have been classified as treasury stock.

NOTE 13.

COMMITMENTS AND CONTINGENCIES

Legal Matters

Cable Operations Litigation

Marchese, et al. v. Cablevision Systems Corporation and CSC Holdings, LLC: The Company is a defendant in a lawsuit filed in the U.S. District Court for the District of New Jersey by several present and former Cablevision subscribers, purportedly on behalf of a class of iO video subscribers in New Jersey, Connecticut and New York. After three versions of the complaint were dismissed without prejudice by the District Court, plaintiffs filed their third amended complaint on August 22, 2011, alleging that the Company violated Section 1 of the Sherman Antitrust Act by allegedly tying the sale of interactive services offered as part of iO television packages to the rental and use of set-top boxes distributed by Cablevision, and violated Section 2 of the Sherman Antitrust Act by allegedly seeking to monopolize the distribution of Cablevision compatible set-top boxes. Plaintiffs seek unspecified treble monetary damages, attorney's fees, as well as injunctive and declaratory relief. On September 23, 2011, the Company filed a motion to dismiss the third amended complaint. On January 10, 2012, the District Court issued a decision dismissing with prejudice the Section 2 monopolization claim, but allowing the Section 1 tying claim and related state common law claims to proceed. Cablevision's answer to the third amended complaint was filed on February 13, 2012. Discovery is proceeding. The Company believes that these claims are without merit and intends to defend this lawsuit vigorously, but is unable to predict the outcome of the lawsuit or reasonably estimate a range of possible loss.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

In re Cablevision Consumer Litigation: Following expiration of the affiliation agreements for carriage of certain Fox broadcast stations and cable networks on October 16, 2010, News Corporation terminated delivery of the programming feeds to the Company, and as a result, those stations and networks were unavailable on the Company's cable television systems. On October 30, 2010, the Company and Fox reached an agreement on new affiliation agreements for these stations and networks, and carriage was restored. Several purported class action lawsuits were subsequently filed on behalf of the Company's customers seeking recovery for the lack of Fox programming. Those lawsuits were consolidated in an action before the U. S. District Court for the Eastern District of New York, and a consolidated complaint was filed in that court on February 22, 2011. Plaintiffs asserted claims for breach of contract, unjust enrichment, and consumer fraud, seeking unspecified compensatory damages, punitive damages and attorneys' fees. On March 28, 2012, the Court ruled on the Company's motion to dismiss, denying the motion with regard to plaintiffs' breach of contract claim, but granting it with regard to the remaining claims, which were dismissed. On April 16, 2012, plaintiffs filed a second consolidated amended complaint, which asserts a claim only for breach of contract. The Company's answer was filed on May 2, 2012. On October 10, 2012, plaintiffs filed a motion for class certification and on December 13, 2012, a motion for partial summary judgment. On March 31, 2014, the Court granted plaintiffs' motion for class certification, and denied without prejudice plaintiffs' motion for summary judgment. On May 5, 2014, the Court directed that expert discovery commence. Expert discovery is proceeding. On May 30, 2014, the Court approved the form of class notice, and on October 7, 2014, approved the class notice distribution plan. The Company believes that this claim is without merit and intends to defend these lawsuits vigorously, but is unable to predict the outcome of these lawsuits or reasonably estimate a range of possible loss.

Patent Litigation

Cablevision is named as a defendant in certain lawsuits claiming infringement of various patents relating to various aspects of the Company's businesses. In certain of these cases other industry participants are also defendants. In certain of these cases the Company expects that any potential liability would be the responsibility of the Company's equipment vendors pursuant to applicable contractual indemnification provisions. The Company believes that the claims are without merit and intends to defend the actions vigorously, but is unable to predict the outcome of these lawsuits or reasonably estimate a range of possible loss.

Other Litigation

Livingston v. Charles Dolan, et al.: On March 7, 2014, a shareholder derivative lawsuit was filed in Delaware Chancery Court purportedly on behalf of the nominal defendant Cablevision against the Chief Executive Officer ("CEO"), the Chairman of the Board, and certain other members of Cablevision's Board of Directors, including the members of the Compensation Committee. The complaint alleges that the individual defendants violated their fiduciary duties to preserve corporate assets by allegedly causing or allowing Cablevision to grant excessive compensation packages to the CEO, the Chairman of the Board, and/or other members of the Board of Directors in the time period 2010 to 2012. The complaint seeks unspecified monetary damages, disgorgement, costs, and attorneys' fees. Cablevision filed a pro forma answer on April 14, 2014, and on April 21, 2014 the individual defendants filed notices of motions to dismiss in lieu of an answer. The motions to dismiss filed by the individual defendants have been fully briefed. A decision by the Court is pending. The Company does not believe that this lawsuit will have a material adverse effect on results of operations or the financial position of the Company.

On April 15, 2011, Thomas C. Dolan, a director and Executive Vice President, Strategy and Development, in the Office of the Chairman at Cablevision, filed a lawsuit against Cablevision and Rainbow Media Holdings in New York Supreme Court. The lawsuit raises compensation-related claims (seeking approximately $11,000) related to events in 2005. The matter is being handled under the direction of an independent committee of the Board of Directors of Cablevision. Based on the Company's assessment of this possible loss contingency, no provision has been made for this matter in the accompanying condensed consolidated financial statements.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

In addition to the matters discussed above, the Company is party to various lawsuits, some involving claims for substantial damages. Although the outcome of these other matters cannot be predicted and the impact of the final resolution of these other matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these other lawsuits will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.

NOTE 14.

SEGMENT INFORMATION

The Company classifies its operations into three reportable segments: (1) Cable, (2) Lightpath, and (3) Other, consisting principally of (i) Newsday, (ii) the News 12 Networks, (iii) Cablevision Media Sales, and (iv) certain other businesses and unallocated corporate costs.

The Company's reportable segments are strategic business units that are managed separately. The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment adjusted operating cash flow ("AOCF") (defined as operating income (loss) excluding depreciation and amortization (including impairments), share-based compensation expense or benefit and restructuring expense or credits), a non-GAAP measure. The Company has presented the components that reconcile AOCF to operating income (loss), an accepted GAAP measure.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues, net from continuing operations
Cable	$	1,458,696		$	1,406,963		$	4,330,755		$	4,165,152
Lightpath		87,887			82,651			262,671			247,596
Other		88,585			87,624			264,935			265,063
Inter-segment eliminations^(a)		(8,981	)		(9,401	)		(28,451	)		(29,127	)
	$	1,626,187		$	1,567,837		$	4,829,910		$	4,648,684

Inter-segment revenues
Cable	$	(463	)	$	(526	)	$	(1,424	)	$	(1,417	)
Lightpath		(3,870	)		(4,190	)		(13,037	)		(13,607	)
Other		(4,648	)		(4,685	)		(13,990	)		(14,103	)
	$	(8,981	)	$	(9,401	)	$	(28,451	)	$	(29,127	)

Adjusted operating cash flow (deficit) from continuing operations
Cable	$	470,602		$	447,674		$	1,392,509		$	1,277,223
Lightpath		39,038			38,566			116,783			109,186
Other		(37,945	)		(45,100	)		(115,980	)		(158,267	)
	$	471,695		$	441,140		$	1,393,312		$	1,228,142

Depreciation and amortization (including impairments) included in continuing operations
Cable^(b)	$	(178,779	)	$	(184,135	)	$	(554,634	)	$	(559,327	)
Lightpath^(b)		(20,903	)		(20,397	)		(61,404	)		(62,103	)
Other^(c)		(9,387	)		1,127			(28,404	)		(36,173	)
	$	(209,069	)	$	(203,405	)	$	(644,442	)	$	(657,603	)

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Share-based compensation expense included in continuing operations
Cable	$	(6,858	)	$	(7,699	)	$	(22,460	)	$	(25,312	)
Lightpath		(1,233	)		(1,536	)		(4,009	)		(4,942	)
Other		(2,226	)		(3,017	)		(6,449	)		(10,290	)
	$	(10,317	)	$	(12,252	)	$	(32,918	)	$	(40,544	)

Restructuring credits (expense) included in continuing operations
Cable	$	-		$	-		$	19		$	-
Lightpath		-			-			15			-
Other		137			(56	)		(564	)		582
	$	137		$	(56	)	$	(530	)	$	582

Operating income (loss) from continuing operations
Cable	$	284,965		$	255,840		$	815,434		$	692,584
Lightpath		16,902			16,633			51,385			42,141
Other		(49,421	)		(47,046	)		(151,397	)		(204,148	)
	$	252,446		$	225,427		$	715,422		$	530,577

(a)	Inter-segment eliminations relate primarily to revenues recognized from the sale of local programming and voice services to our Cable segment.

(b)	The Cable and Lightpath segments share portions of each other's network infrastructure. Depreciation charges are recorded by the segment that acquired the respective asset.

(c)	The three and nine months ended September 30, 2013 amounts include a reduction in depreciation expense recorded in the three month period ended September 30, 2013 related to prior periods of $13,201 and $10,690, respectively.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

A reconciliation of reportable segment amounts to Cablevision's and CSC Holdings' consolidated balances is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Operating income for reportable segments	$	252,446		$	225,427		$	715,422		$	530,577

Items excluded from operating income:
CSC Holdings interest expense		(90,862	)		(88,516	)		(263,662	)		(287,587	)
CSC Holdings interest income		99			141			274			314
CSC Holdings intercompany interest income		12,013			14,770			36,040			44,309
Gain on investments, net		2,151			70,222			38,988			166,891
Gain (loss) on equity derivative contracts, net		13,679			(40,750	)		19,715			(93,260	)
Loss on extinguishment of debt and write-off of deferred financing costs		(1,931	)		(16,507	)		(9,618	)		(23,144	)
Miscellaneous, net		811			805			3,348			1,673
CSC Holdings income from continuing operations before income taxes		188,406			165,592			540,507			339,773
Cablevision interest expense		(55,685	)		(56,908	)		(167,083	)		(170,631	)
Intercompany interest expense		(12,013	)		(14,770	)		(36,040	)		(44,309	)
Cablevision interest income		6			8			12			42
Write-off of deferred financing costs, net of gain on extinguishment of debt		-			(2	)		(611	)		(2	)
Cablevision income from continuing operations before income taxes	$	120,714		$	93,920		$	336,785		$	124,873

The following table summarizes the Company's capital expenditures by reportable segment for the three and nine months ended September 30, 2014 and 2013:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Capital expenditures
Cable	$	168,446	$	209,224	$	521,026	$	630,591
Lightpath		28,434		29,211		81,401		81,949
Other		7,872		6,659		27,518		28,404
	$	204,752	$	245,094	$	629,945	$	740,944

All revenues and assets of the Company's reportable segments are attributed to or located in the United States primarily concentrated in the New York metropolitan area.

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COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 15.

RELATED PARTY TRANSACTIONS

The following table summarizes the revenue and charges (credits) related to services provided to or received from AMC Networks and Madison Square Garden reflected in continuing operations not discussed elsewhere in the accompanying combined notes to the condensed consolidated financial statements:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014		2013

Revenues, net	$	1,146	$	1,280		$	4,056	$	4,459

Operating expenses (credits):
Technical expenses, net of credits^(a)	$	43,799	$	48,665		$	135,581	$	134,007

Selling, general and administrative expenses, net of credits		126		(252	)		2,442		1,124

Operating expenses, net		43,925		48,413			138,023		135,131

Net charges	$	42,779	$	47,133		$	133,967	$	130,672

(a)

Technical expenses include primarily costs incurred by the Company for the carriage of the Fuse program services (through June 30, 2014) and the MSG networks of Madison Square Garden, and the AMC, WE tv, IFC and Sundance program services of AMC Networks on the Company's cable systems. The Company also purchases certain programming signal transmission and production services from AMC Networks.

NOTE 16.

SUBSEQUENT EVENTS

Cablevision Dividend

On November 5, 2014, the Board of Directors of Cablevision declared a cash dividend of $0.15 per share payable on December 12, 2014 to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock as of November 21, 2014.

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

All dollar amounts, except per customer, per unit and per share data, included in the following discussion under this Item 2, are presented in thousands.

Summary

Our future performance is dependent, to a large extent, on general economic conditions including capital and credit market conditions, the impact of direct competition, our ability to manage our businesses effectively, and our relative strength in the marketplace, both with suppliers and customers. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013.

Capital and credit market disruptions often cause broader economic downturns, which may lead to lower demand for our products, such as cable television services, as well as lower levels of television and newspaper advertising, and increased incidence of customers' inability to pay for the services we provide. We have experienced some of the effects of the continued weak economic conditions. Events such as these may adversely impact our results of operations, cash flows and financial position.

On June 27, 2013, we completed the sale of substantially all of our Clearview Cinemas' theaters ("Clearview Cinemas") to Bow Tie Cinemas pursuant to the asset purchase agreement between the two parties entered into in April 2013 (the "Clearview Sale"). On July 1, 2013, we completed the sale of our Bresnan Broadband Holdings, LLC subsidiary ("Bresnan Cable") to Charter Communications Operating, LLC ("Charter") pursuant to the purchase agreement entered into between CSC Holdings and Charter in February 2013 (the "Bresnan Sale"). Effective as of the closing dates of the Clearview Sale and the Bresnan Sale, we no longer consolidate the financial results of Clearview Cinemas and Bresnan Cable. Accordingly, the historical financial results of Clearview Cinemas and Bresnan Cable have been reflected in our condensed consolidated financial statements as discontinued operations for all periods presented.

Cable

Our Cable segment, which accounted for 90% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2014, derives revenues principally through monthly charges to subscribers of our video, high-speed data (often called "broadband" Internet access) and Voice over Internet Protocol ("VoIP") services. These monthly charges include fees for cable television programming, high-speed data and VoIP services, as well as equipment rental, digital video recorder ("DVR"), video-on-demand, pay-per-view, installation and home shopping commissions. Revenue increases are derived from rate increases, increases in the number of subscribers to these services, including additional services sold to our existing subscribers, upgrades by video customers in the level of programming package to which they subscribe, and acquisition transactions that result in the addition of new subscribers. Our ability to increase the number of subscribers to our services is significantly related to our penetration rates (the number of subscribers to our services as a percentage of serviceable passings, which represent the estimated number of single residence homes, apartment and condominium units and commercial establishments passed by the cable distribution network in areas serviceable without further extending the transmission lines, including our commercial data and voice customers). As penetration rates increase, the number of available homes to which we can market our services generally decreases. We also derive revenues from the sale of advertising time available on the programming carried on our cable television systems.

Our revenues have been negatively impacted by subscriber declines and promotional pricing due primarily to intense competition and the continued weak economic conditions.

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Our cable television service, which accounted for 53% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2014, faces competition from video service provided by incumbent telephone companies, direct broadcast satellite ("DBS") service providers, and others, including the delivery of video content over the Internet directly to subscribers. As discussed in greater detail below, we face intense competition from two incumbent telephone companies, Verizon Communications, Inc. ("Verizon") and Frontier Communications Corp ("Frontier"), which recently acquired AT&T Inc.’s ("AT&T") Connecticut operation. Verizon and Frontier have made and may continue to make promotional offers to customers in our service area at prices lower than ours. To the extent these incumbent telephone companies continue to offer competitive and promotional packages, our ability to maintain or increase our existing customers and revenue will continue to be negatively impacted. There are two major providers of DBS service in the United States, DISH Network and DirecTV, each with significantly higher numbers of subscribers than we have. We compete in our service areas with these DBS competitors by "bundling" our service offerings with products that the DBS companies cannot efficiently provide at this time, such as high-speed data services, voice services and interactive services carried over the cable distribution plant. Historically, we have made substantial investments in the development of new and innovative programming options and other service offerings for our customers as a way of differentiating ourselves from our competitors. For example, we have deployed broadband wireless network ("WiFi") access points throughout our footprint.

Verizon and Frontier offer video programming as well as voice and high-speed data services to customers in our service area. Verizon has constructed fiber to the home network plant that passes a significant number of households in our service area. Verizon does not publicly report the extent of their build-out or penetration by area. We estimate that Verizon is currently able to sell a fiber-based video service to at least half of the households in our service area. Verizon's build out and video sales activity in our service area is difficult to assess because it is based upon visual inspections and other limited estimating techniques, and therefore our estimate serves only as an approximation. Verizon has also built its fiber network to areas where we believe it is not currently able to sell its fiber-based video service. Accordingly, Verizon may increase the number of customers in our service area to whom it is able to sell video in the future. Frontier offers video service in competition with us in most of our Connecticut service area. Verizon and Frontier also market DBS services in our service area. This competition with Verizon and Frontier negatively impacts our video revenue in these areas and will continue to do so in the future. Each of these companies has significantly greater financial resources than we do.

Our high-speed data services business, which accounted for 22% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2014, faces intense competition from other providers of high-speed data services, including Verizon and Frontier. Verizon offers high-speed data services to customers in our footprint in areas where it is currently able to sell fiber-based video service as well as areas where it is not currently able to sell fiber-based video service. Additionally, Verizon has also built its fiber network in areas where we believe it is not currently able to sell its high-speed data services. Accordingly, Verizon may increase the number of customers in our service area to whom it is able to sell high-speed data services in the future. Due to our high penetration (54.4% of serviceable passings at September 30, 2014) and the impact of intense competition, our ability to maintain or increase our existing customers and revenue in the future will continue to be negatively impacted.

Our VoIP offering, which accounted for approximately 14% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2014, faces intense competition from other providers of voice services, including carriers such as Verizon and Frontier. We compete primarily on the basis of pricing, where unlimited United States and Canada (including Puerto Rico and the U.S. Virgin Islands) long distance, regional and local calling, together with certain features for which the incumbent providers charge extra, are offered at one low price. Verizon offers VoIP services to customers in our footprint in areas where it is currently able to sell fiber-based video service as well as areas where it is not currently able to sell fiber-based video service. Additionally, Verizon has also built its fiber network in areas where we believe it is not currently able to sell their VoIP services. Accordingly, Verizon may increase the number of customers in our service area to whom it is able to sell VoIP services in the future. Due to the high penetration (44.2% of serviceable passings at September 30, 2014) and the impact of intense competition, our ability to maintain or increase our existing customers and revenue in the future will continue to be negatively impacted.

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Our programming costs, which are the most significant component of our Cable segment's operating expenses, have increased and are expected to continue to increase primarily as a result of contractual rate increases and new channel launches. See "Business Segments Results - Cable" below for a further discussion of revenues and operating expenses.

Lightpath

Lightpath accounted for 5% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2014. Lightpath operates in a highly competitive business telecommunications market and competes against the very largest telecommunications companies - incumbent local exchange carriers such as Verizon and AT&T, other competitive local exchange companies, and long distance companies. To the extent our competitors reduce their prices, future success of our Lightpath business may be negatively impacted.

Other

Our Other segment, which accounted for 5% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2014, includes the operations of (i) Newsday, which includes the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites including newsday.com and exploreLI.com, (ii) the News 12 Networks, our regional news programming services, (iii) Cablevision Media Sales Corporation ("Cablevision Media Sales"), our cable television advertising company, and (iv) certain other businesses and unallocated corporate costs.

Newsday

Newsday's revenue is derived primarily from the sale of advertising and the sale of newspapers ("circulation revenue"). For the nine months ended September 30, 2014, advertising revenues accounted for 65% and circulation revenues accounted for 34% of the total revenues of Newsday. Newsday's circulation revenue is derived primarily from home delivery and digital subscriptions of the Newsday daily newspaper as well as single copy sales of the Newsday daily newspaper through local retail outlets.

Local economic conditions affect the levels of retail and classified newspaper advertising revenue. General economic conditions, changes in consumer spending, auto sales, housing sales, unemployment rates, job creation, readership and circulation levels and rates all impact demand for advertising.

The newspaper industry generally has experienced significant declines in advertising and circulation revenue as circulation and readership levels continue to be adversely affected by competition from new media news formats and less reliance on newspapers by consumers, particularly younger consumers, as a source of news and classifieds. A prolonged decline in circulation levels would also have a material adverse effect on the rate and volume of advertising revenues.

Newsday's largest categories of operating expenses relate to the production and distribution of its print products. These costs are driven by volume (number of newspapers printed and number of pages printed) and the number of pages printed are impacted by the volume of advertising and editorial pages. The majority of Newsday's other costs, such as editorial content creation, rent and general and administrative expenses do not directly fluctuate with changes in advertising and circulation revenue.

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News 12 Networks

Our News 12 Networks, which includes seven 24-hour local news channels and five traffic and weather services dedicated to covering areas within the New York metropolitan area, derives its revenues from the sale of advertising on its networks and affiliation fees paid by cable operators, principally Cablevision.

Cablevision Media Sales

Cablevision Media Sales is a cable television advertising company that derives its revenues primarily from the sale of local and regional commercial advertising time on cable television networks in the New York metropolitan area, which offers advertisers the opportunity to target geographic and demographic audiences.

Non-GAAP Financial Measures

We define adjusted operating cash flow ("AOCF"), which is a non-GAAP financial measure, as operating income (loss) before depreciation and amortization (including impairments), excluding share-based compensation expense and restructuring expense or credits. Because it is based upon operating income (loss), AOCF also excludes interest expense (including cash interest expense) and other non-operating income and expense items. We believe that the exclusion of share-based compensation expense allows investors to better track the performance of the various operating units of our business without regard to expense associated with awards of restricted shares, restricted stock units and stock options that are not expected to be made in cash.

We present AOCF as a measure of our ability to service our debt and make continuing investments, including in our capital infrastructure. We believe AOCF is an appropriate measure for evaluating the operating performance of our business segments and the Company on a consolidated basis. AOCF and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use net revenues and AOCF measures as the most important indicators of our business performance, and evaluate management's effectiveness with specific reference to these indicators. AOCF should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since AOCF is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. Each presentation of AOCF in this Quarterly Report on Form 10-Q includes a reconciliation of AOCF to operating income (loss).

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Results of Operations - Cablevision Systems Corporation

The following table sets forth on a historical basis certain items related to operations as a percentage of net revenues for the periods indicated:

STATEMENT OF OPERATIONS DATA

	Three Months Ended September 30,
	2014						2013
	Amount			% of Net Revenues			Amount			% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	1,626,187			100	%	$	1,567,837			100	%	$	58,350

Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below)		787,628			48			767,377			49			(20,251	)
Selling, general and administrative		377,181			23			371,572			24			(5,609	)
Restructuring expense (credits)		(137	)		-			56			-			193
Depreciation and amortization (including impairments)		209,069			13			203,405			13			(5,664	)
Operating income		252,446			16			225,427			14			27,019
Other income (expense):
Interest expense, net		(146,442	)		(9	)		(145,275	)		(9	)		(1,167	)
Gain on investments, net		2,151			-			70,222			4			(68,071	)
Gain (loss) on equity derivative contracts, net		13,679			1			(40,750	)		(3	)		54,429
Loss on extinguishment of debt and write-off of deferred financing costs		(1,931	)		-			(16,509	)		(1	)		14,578
Miscellaneous, net		811			-			805			-			6
Income from continuing operations before income taxes		120,714			7			93,920			6			26,794
Income tax expense		(48,813	)		(3	)		(34,172	)		(2	)		(14,641	)
Income from continuing operations		71,901			4			59,748			4			12,153
Income (loss) from discontinued operations, net of income taxes		(79	)		-			235,286			15			(235,365	)
Net income		71,822			4			295,034			19			(223,212	)
Net income attributable to noncontrolling interests		(331	)		-			(433	)		-			102
Net income attributable to Cablevision Systems Corporation stockholders	$	71,491			4	%	$	294,601			19	%	$	(223,110	)

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	Nine Months Ended September 30,
	2014						2013
	Amount			% of Net Revenues			Amount			% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	4,829,910			100	%	$	4,648,684			100	%	$	181,226

Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below)		2,348,928			49			2,319,761			50			(29,167	)
Selling, general and administrative		1,120,588			23			1,141,325			25			20,737
Restructuring expense (credits)		530			-			(582	)		-			(1,112	)
Depreciation and amortization (including impairments)		644,442			13			657,603			14			13,161
Operating income		715,422			15			530,577			11			184,845
Other income (expense):
Interest expense, net		(430,459	)		(9	)		(457,862	)		(10	)		27,403
Gain on investments, net		38,988			1			166,891			4			(127,903	)
Gain (loss) on equity derivative contracts, net		19,715			-			(93,260	)		(2	)		112,975
Loss on extinguishment of debt and write-off of deferred financing costs		(10,229	)		-			(23,146	)		-			12,917
Miscellaneous, net		3,348			-			1,673			-			1,675
Income from continuing operations before income taxes		336,785			7			124,873			3			211,912
Income tax expense		(83,722	)		(2	)		(44,036	)		(1	)		(39,686	)
Income from continuing operations		253,063			5			80,837			2			172,226
Income from discontinued operations, net of income taxes		2,997			-			333,516			7			(330,519	)
Net income		256,060			5			414,353			9			(158,293	)
Net income attributable to noncontrolling interests		(596	)		-			(534	)		-			(62	)
Net income attributable to Cablevision Systems Corporation stockholders	$	255,464			5	%	$	413,819			9	%	$	(158,355	)

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The following is a reconciliation of operating income to AOCF:

	Three Months Ended September 30,
	2014			2013			Favorable
	Amount			Amount			(Unfavorable)

Operating income	$	252,446		$	225,427		$	27,019
Share-based compensation		10,317			12,252			(1,935	)
Restructuring expense (credits)		(137	)		56			(193	)
Depreciation and amortization (including impairments)		209,069			203,405			5,664
AOCF	$	471,695		$	441,140		$	30,555

	Nine Months Ended September 30,
		2014			2013		Favorable
	Amount			Amount			(Unfavorable)

Operating income	$	715,422		$	530,577		$	184,845
Share-based compensation		32,918			40,544			(7,626	)
Restructuring expense (credits)		530			(582	)		1,112
Depreciation and amortization (including impairments)		644,442			657,603			(13,161	)
AOCF	$	1,393,312		$	1,228,142		$	165,170

Comparison of Three and Nine Months Ended September 30, 2014 Versus Three and Nine Months Ended September 30, 2013

Consolidated Results - Cablevision Systems Corporation

We classify our operations into three reportable segments:

●

Cable, consisting principally of our video, high-speed data, and VoIP services;

●

Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market in the New York metropolitan area; and

●

Other, consisting principally of (i) Newsday, (ii) the News 12 Networks, (iii) Cablevision Media Sales, and (iv) certain other businesses and unallocated corporate costs.

We allocate certain amounts of our corporate overhead to each segment based upon their proportionate estimated usage of services. Corporate overhead costs allocated to Clearview Cinemas (previously included in the Other segment) and Bresnan Cable (previously included in the Cable segment) for the nine months ended September 30, 2013 that were not eliminated as a result of the Clearview Sale and the Bresnan Sale have been reclassified to the Other segment in continuing operations.

The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated.

See "Business Segments Results" for a discussion relating to the operating results of our segments. In those sections, we provide detailed analysis of the reasons for increases or decreases in the various line items at the segment level.

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Revenues, net for the three and nine months ended September 30, 2014 increased $58,350 (4%) and $181,226 (4%), respectively, as compared to revenues, net for the same periods in 2013. The net increases are attributable to the following:

	Three Months		Nine Months
	Ended September 30, 2014

Increase in revenues of the Cable segment	$	51,733	$	165,603
Increase in revenues of the Lightpath segment		5,236		15,075
Increase (decrease) in revenues of the Other segment		961		(128	)
Inter-segment eliminations		420		676
	$	58,350	$	181,226

Technical and operating expenses (excluding depreciation, amortization and impairments) include primarily:

●

cable programming costs which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content and are generally paid on a per-subscriber basis;

●

network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections;

●

interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services; and

●

content, production and distribution costs of our Newsday business.

Technical and operating expenses (excluding depreciation, amortization and impairments) increased $20,251 (3%) and $29,167 (1%), respectively, for the three and nine months ended September 30, 2014 as compared to the same periods in 2013. The net increases are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014

Increase in expenses of the Cable segment	$	23,152		$	48,852
Increase in expenses of the Lightpath segment		2,490			2,470
Decrease in expenses of the Other segment		(5,727	)		(22,907	)
Inter-segment eliminations		336			752
	$	20,251		$	29,167

Selling, general and administrative expenses include primarily sales, marketing and advertising expenses, administrative costs, and costs of customer call centers. Selling, general and administrative expenses increased $5,609 (2%) for the three months ended September 30, 2014 and decreased $20,737 (2%) for the nine months ended September 30, 2014, respectively, as compared to the same periods in 2013. The net increases (decreases) are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014

Increase (decrease) in expenses of the Cable segment	$	4,812		$	(1,387	)
Increase in expenses of the Lightpath segment		1,971			4,075
Decrease in expenses of the Other segment		(1,258	)		(23,349	)
Inter-segment eliminations		84			(76	)
	$	5,609		$	(20,737	)

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Depreciation and amortization (including impairments) increased $5,664 (3%) for the three months ended September 30, 2014 and decreased $13,161 (2%) for the nine months ended September 30, 2014 as compared to the same periods in 2013. The net increases (decreases) are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014

Decrease in expenses of the Cable segment	$	(5,356	)	$	(4,693	)
Increase (decrease) in expenses of the Lightpath segment		506			(699	)
Increase (decrease) in expenses of the Other segment		10,514			(7,769	)
	$	5,664		$	(13,161	)

Adjusted operating cash flow increased $30,555 (7%) and $165,170 (13%), for the three and nine months ended September 30, 2014 as compared to the same periods in 2013. The increases are attributable to the following:

	Three Months		Nine Months
	Ended September 30, 2014

Increase in AOCF of the Cable segment	$	22,928	$	115,286
Increase in AOCF of the Lightpath segment		472		7,597
Increase in AOCF of the Other segment		7,155		42,287
	$	30,555	$	165,170

Interest expense, net increased $1,167 (1%) for the three months ended September 30, 2014 and decreased $27,403 (6%) for the nine months ended September 30, 2014 as compared to the same periods in 2013. The net increases (decreases) are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014

Decrease due to change in average debt balances	$	(3,400	)	$	(12,505	)
Increase (decrease) due to change in average interest rates on our indebtedness		1,600			(9,340	)
Lower interest income		44			70
Decrease in fees, primarily related to the refinancing of CSC Holdings' credit facility in 2013		(38	)		(7,995	)
Other net increases, primarily interest expense related to capital leases		2,961			2,367
	$	1,167		$	(27,403	)

See "Liquidity and Capital Resources" discussion below for a detail of our borrower groups.

Gain on investments, net of $2,151 and $38,988 for the three and nine months ended September 30, 2014, respectively, and $70,222 and $166,891 for the three and nine months ended September 30, 2013, respectively, consists primarily of the increase in the fair value of Comcast Corporation ("Comcast") common stock owned by the Company. The effects of these gains are partially offset by the losses or gains on the related equity derivative contracts, net described below.

Gain (loss) on equity derivative contracts, net of $13,679 and $19,715 for the three and nine months ended September 30, 2014, respectively, and $(40,750) and $(93,260) for the three and nine months ended September 30, 2013, respectively, consists of unrealized and realized gains (losses) due to the change in fair value of the Company's equity derivative contracts relating to the Comcast common stock owned by the Company. The effects of these gains or losses are partially offset by the losses or gains on investment securities pledged as collateral, which are included in gain on investments, net discussed above.

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Loss on extinguishment of debt and write-off of deferred financing costs amounted to $1,931 and $10,229 for the three and nine months ended September 30, 2014, respectively, of which $1,931 and $9,618, respectively, related to the $750,000 prepayment of CSC Holdings' outstanding Term B loan facility in May 2014 and the $200,000 prepayment in September 2014. In addition, the nine month 2014 period includes the write-off of unamortized deferred financing costs of $1,269 and a net gain of $658, net of fees, recognized in connection with the repurchase of Cablevision's outstanding 5-7/8% senior notes due September 2022.

Loss on extinguishment of debt and write-off of deferred financing costs, net amounted to $16,509 and $23,146 for the three and nine months ended September 30, 2013, respectively. These amounts represent payments in excess of the aggregate principal amount to repurchase CSC Holdings senior notes due April 2014 and June 2015 and related fees and the write-off of unamortized deferred financing costs and discounts related to such repurchases. The nine month period of 2013 also includes the write-off of deferred financing costs related to the refinancing of the Restricted Group credit facility. Additionally, the 2013 amounts are net of a gain recognized in connection with the repurchase in September 2013 of Cablevision's senior notes due September 2022.

Income tax expense amounted to $48,813 and $83,722 for the three and nine months ended September 30, 2014, respectively, reflecting an effective tax rate of 40% and 25%, respectively. In the first quarter of 2014, the reversal of an uncertain tax position liability resulted in a tax benefit of $53,132. Pursuant to New York corporate tax reform legislation enacted on March 31, 2014, in the first quarter of 2014, the Company recorded tax benefit of $2,632 relating to the remeasurement of deferred taxes. Absent these items, the effective tax rate for the nine months ended September 30, 2014 would have been 41%.

The Company recorded income tax expense of $34,172 and $44,036 for the three and nine months ended September 30, 2013, respectively, reflecting an effective tax rate of 36% and 35%, respectively. During the nine months ended September 30, 2013, an increase in research credits resulted in a tax benefit of $3,289, including $1,800 relating to the year ended December 31, 2012 pursuant to a law change retroactively extending such credits on January 2, 2013. During the three months ended September 30, 2013, an increase in research credits resulted in a tax benefit of $589. Additionally, the Company recorded a tax benefit of $935 and $2,101 for the three and nine months ended September 30, 2013, respectively, resulting from a lower state tax rate on unrealized investment gains. Absent these items, the effective tax rate for the three and nine months ended September 30, 2013 would have been 38% and 40%, respectively.

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Income (loss) from discontinued operations

Income (loss) from discontinued operations, net of income taxes, for the three and nine months ended September 30, 2014 and 2013 reflects the following items:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Litigation settlement, net of legal fees, net of income taxes	$	-		$	-		$	-		$	103,635
Income of Bresnan Cable, net of income taxes^(a)		-			236,164			3,358			253,879
Loss of Clearview, including loss on sale, net of income taxes		(79	)		(878	)		(361	)		(23,998	)
Income (loss) from discontinued operations, net of income taxes - Cablevision		(79	)		235,286			2,997			333,516
Income tax expense (benefit) recognized at Cablevision, not applicable to CSC Holdings		-			396			-			(607	)
Income (loss) from discontinued operations, net of income taxes - CSC Holdings	$	(79	)	$	235,682		$	2,997		$	332,909

(a)	The income for the nine months ended September 30, 2014 represents primarily a gain recognized upon the settlement of a contingency related to Montana property taxes.

See Note 7 to our condensed consolidated financial statements for additional information regarding discontinued operations.

Business Segments Results

Cable

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Cable segment.

	Three Months Ended September 30,
	2014					2013
	Amount		% of Net Revenues			Amount		% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	1,458,696		100	%	$	1,406,963		100	%	$	51,733
Technical and operating expenses (excluding depreciation and amortization shown below)		709,014		49			685,862		49			(23,152	)
Selling, general and administrative expenses		285,938		20			281,126		20			(4,812	)
Depreciation and amortization		178,779		12			184,135		13			5,356
Operating income	$	284,965		20	%	$	255,840		18	%	$	29,125

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	Nine Months Ended September 30,
	2014						2013
	Amount			% of Net Revenues			Amount		% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	4,330,755			100	%	$	4,165,152		100	%	$	165,603
Technical and operating expenses (excluding depreciation and amortization shown below)		2,113,704			49			2,064,852		50			(48,852	)
Selling, general and administrative expenses		847,002			20			848,389		20			1,387
Restructuring credits		(19	)		-			-		-			19
Depreciation and amortization		554,634			13			559,327		13			4,693
Operating income	$	815,434			19	%	$	692,584		17	%	$	122,850

The following is a reconciliation of operating income to AOCF:

	Three Months Ended September 30,
	2014 Amount		2013 Amount		Favorable (Unfavorable)

Operating income	$	284,965	$	255,840	$	29,125
Share-based compensation		6,858		7,699		(841	)
Depreciation and amortization		178,779		184,135		(5,356	)
AOCF	$	470,602	$	447,674	$	22,928

	Nine Months Ended September 30,
	2014 Amount			2013 Amount		Favorable (Unfavorable)

Operating income	$	815,434		$	692,584	$	122,850
Share-based compensation		22,460			25,312		(2,852	)
Restructuring credits		(19	)		-		(19	)
Depreciation and amortization		554,634			559,327		(4,693	)
AOCF	$	1,392,509		$	1,277,223	$	115,286

Revenues, net for the three and nine months ended September 30, 2014 increased $51,733 (4%) and $165,603 (4%), respectively, as compared to revenues, net for the same periods in 2013. The net increases are attributable to the following:

	Three Months Ended September 30,				Increase		Percent Increase
	2014		2013		(Decrease)		(Decrease)
Video (including equipment rental, DVR, video-on-demand and pay-per-view)	$	799,982	$	797,418	$	2,564		-	%
High-speed data		355,976		335,671		20,305		6
Voice		233,110		210,114		22,996		11
Advertising		42,912		40,191		2,721		7
Other (including installation, advertising sales commissions, home shopping, and other products)		26,716		23,569		3,147		13
Total Cable	$	1,458,696	$	1,406,963	$	51,733		4	%

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	Nine Months Ended September 30,				Increase		Percent Increase
	2014		2013		(Decrease)		(Decrease)
Video (including equipment rental, DVR, video-on-demand and pay-per-view)	$	2,399,280	$	2,357,104	$	42,176		2	%
High-speed data		1,057,251		1,004,018		53,233		5
Voice		680,065		630,218		49,847		8
Advertising		115,621		103,880		11,741		11
Other (including installation, advertising sales commissions, home shopping, and other products)		78,538		69,932		8,606		12
Total Cable	$	4,330,755	$	4,165,152	$	165,603		4	%

The net revenue increases for the three and nine months ended September 30, 2014 as compared to the same periods in the prior year were due primarily to rate increases: (i) for certain high-speed data services implemented during the first quarter of 2013, (ii) for certain video services implemented during the second and third quarters of 2013, (iii) for certain video, high-speed data and voice services implemented during the first quarter of 2014, and (iv) for certain video services implemented in the second quarter of 2014, and lower promotional activity as a result of continued disciplined pricing policies. In addition, advertising revenue increased due to strong gaming and auto sectors and advertising sales commissions in other revenue. Partially offsetting these increases was a decrease in revenue primarily due to a decline in video customers for the three and nine months ended September 30, 2014.

The following table presents certain statistical information for our cable television systems:

	September 30, 2014		June 30, 2014		September 30, 2013
	(in thousands)

Total customers		3,129		3,165		3,195
Video customers		2,715		2,771		2,831
High-speed data customers		2,756		2,779		2,774
Voice customers		2,240		2,273		2,272
Serviceable passings		5,064		5,052		5,013

Average monthly revenue per customer ("RPC")^(a)	$	154.50	$	152.72	$	146.11

Average monthly revenue per video customer ("RPS")^(a)	$	177.27	$	174.14	$	164.61

(a)

RPC is calculated by dividing the average monthly GAAP revenues for the Cable segment for the respective quarter presented by the average number of total customers served by our cable television systems for the respective period. RPS is calculated using these same revenues divided by the average number of video customers for the respective period.

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The following table reflects our net customer increases (decreases) for the three and nine months ended September 30, 2014 and 2013 for our cable television systems:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(in thousands)

Total customers		(36.4	)		(28.5	)		(59.3	)		(34.7	)
Video customers		(55.6	)		(37.3	)		(98.0	)		(62.6	)
High-speed data customers		(22.6	)		(12.5	)		(23.9	)		11.1
Voice customers		(32.9	)		(17.5	)		(31.8	)		8.3

We believe our overall customer declines noted in the table above are largely attributable to intense competition, particularly from Verizon, the result of disciplined pricing and credit policies and continued weak economic conditions. These factors are expected to continue to impact our ability to maintain or increase our existing customers and revenue in the future.

Technical and operating expenses (excluding depreciation and amortization shown below) for the three and nine months ended September 30, 2014 increased $23,152 (3%) and $48,852 (2%), respectively, as compared to the same periods in 2013. The net increases are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014
Increase in programming costs due primarily to contractual rate increases and new channel launches, partially offset by lower subscribers	$	17,218		$	66,056
Increase in employee related costs, primarily merit increases in the second quarter of 2014, benefits, and an increase in the number of employees		9,256			16,264
Increase in certain taxes and fees due primarily to the favorable resolution of a tax matter in 2013		4,556			3,396
Decrease in contractor costs due primarily to lower truck rolls		(5,286	)		(23,342	)
Decrease in net expenses relating to Superstorm Sandy (includes insurance recovery of $2,997 in the nine months ended September 30, 2014)		-			(10,481	)
Other net decreases		(2,592	)		(3,041	)
	$	23,152		$	48,852

Technical and operating expenses, which are generally impacted by the number of customers to our services, consist primarily of (i) programming costs (including costs of video-on-demand and pay-per-view), which typically rise due to increases in contractual rates and new channel launches and are also impacted by changes in the number of customers receiving certain programming services, (ii) interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers, and (iii) other direct costs associated with providing and maintaining services to our customers which are impacted by general inflationary cost increases for employees, contractors, insurance and other various expenses.

Our programming costs increased 5% for the nine months ended September 30, 2014 as compared to the same period in 2013 due primarily to an increase in contractual programming rates, partially offset by a decrease in video services and customers. We anticipate a similar percentage increase in programming costs for the remainder of 2014.

Technical and operating expenses also include franchise fees, which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue, primarily video revenue, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes.

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Costs of field operations, which consist primarily of employee related, customer installation and repair and maintenance costs, may fluctuate as a result of changes in the level of activities and the utilization of contractors as compared to employees. Also, employee related and customer installation costs increase as the portion of our expenses that we are able to capitalize decrease due to lower new customer installations and lower new service upgrades. Network related costs, which consist primarily of employee related, repair and maintenance and utility costs, also fluctuate as capitalizable network upgrade and enhancement activity changes.

We expect that our technical and operating expenses will continue to increase in the future.

Selling, general and administrative expenses increased $4,812 (2%) and decreased $1,387 for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013. The net increases (decreases) are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014
Increase in expenses related to long-term incentive plan awards, partially offset by a decrease in share-based compensation expense	$	2,535		$	9,440
Increase (decrease) in advertising and marketing media placement costs		(48	)		9,016
Decrease in employee related costs related to the elimination of certain positions in the fourth quarter of 2013, partially offset by salary increases		(3,957	)		(14,706	)
Increase (decrease) in legal and other professional fees		2,452			(7,278	)
Other net increases (net of insurance recovery related to Superstorm Sandy of $922 in the nine months ended September 30, 2014)		3,830			2,141
	$	4,812		$	(1,387	)

Selling, general and administrative expenses include customer related costs, principally from the operation and maintenance of our call center facilities that handle customer inquiries and billing and collection activities. These costs generally fluctuate as the number of customers increases or decreases and rise as a result of general inflationary cost increases for employees and various other expenses. Sales and marketing costs primarily consist of employee costs and advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and may increase with intense competition.

Depreciation and amortization decreased $5,356 (3%) and $4,693 (1%), respectively, for the three and nine months ended September 30, 2014, as compared to the same periods in 2013. The net decreases were primarily due to certain assets being retired or becoming fully depreciated, partially offset by the depreciation of new asset purchases.

Adjusted operating cash flow increased $22,928 (5%) and $115,286 (9%), for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013. These increases were due primarily to an increase in revenue, partially offset by an increase in operating expenses (excluding depreciation and amortization, restructuring credits and share-based compensation), as discussed above.

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Lightpath

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Lightpath segment:

	Three Months Ended September 30,
	2014					2013
	Amount		% of Net Revenues			Amount		% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	87,887		100	%	$	82,651		100	%	$	5,236
Technical and operating expenses (excluding depreciation and amortization shown below)		28,468		32			25,978		31			(2,490	)
Selling, general and administrative expenses		21,614		25			19,643		24			(1,971	)
Depreciation and amortization		20,903		24			20,397		25			(506	)
Operating income	$	16,902		19	%	$	16,633		20	%	$	269

	Nine Months Ended September 30,
	2014						2013
	Amount			% of Net Revenues			Amount		% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	262,671			100	%	$	247,596		100	%	$	15,075
Technical and operating expenses (excluding depreciation and amortization shown below)		85,891			33			83,421		34			(2,470	)
Selling, general and administrative expenses		64,006			24			59,931		24			(4,075	)
Restructuring credits		(15	)		-			-		-			15
Depreciation and amortization		61,404			23			62,103		25			699
Operating income	$	51,385			20	%	$	42,141		17	%	$	9,244

The following is a reconciliation of operating income to AOCF:

	Three Months Ended September 30,
	2014 Amount		2013 Amount		Favorable (Unfavorable)

Operating income	$	16,902	$	16,633	$	269
Share-based compensation		1,233		1,536		(303	)
Depreciation and amortization		20,903		20,397		506
AOCF	$	39,038	$	38,566	$	472

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	Nine Months Ended September 30,
	2014 Amount			2013 Amount		Favorable (Unfavorable)

Operating income	$	51,385		$	42,141	$	9,244
Share-based compensation		4,009			4,942		(933	)
Restructuring credits		(15	)		-		(15	)
Depreciation and amortization		61,404			62,103		(699	)
AOCF	$	116,783		$	109,186	$	7,597

Revenues, net for the three and nine months ended September 30, 2014 increased $5,236 (6%) and $15,075 (6%), respectively, as compared to revenues, net for the same periods in 2013. The net revenue increases were derived primarily from an increase in Ethernet revenue due to an increase in services installed, partially offset by reduced traditional voice and data services.

Technical and operating expenses (excluding depreciation and amortization shown below) for the three and nine months ended September 30, 2014 increased $2,490 (10%) and $2,470 (3%), respectively, as compared to the same periods in 2013. The net increases are attributable primarily to increases in rent, utilities, other surcharges and fees, and net favorable resolutions of certain carrier related interconnection disputes in the 2013 periods. Technical and operating expenses consist primarily of the direct costs associated with providing and maintaining services.

Selling, general and administrative expenses increased $1,971 (10%) and $4,075 (7%) for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013. The net increases are attributable primarily to an increase in employee costs, including expenses related to long-term incentive plan awards, and other expenses. Selling, general and administrative expenses include sales and marketing costs which consist primarily of employee costs and advertising production and placement costs associated with acquiring and retaining customers.

Depreciation and amortization increased $506 (2%) for the three months ended September 30, 2014 and decreased $699 (1%) for the nine months ended September 30, 2014 as compared to the same periods in 2013.

Adjusted operating cash flow increased $472 (1%) and $7,597 (7%) for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013. The increases were due primarily to an increase in revenue, net, partially offset by an increase in operating expenses (excluding depreciation and amortization, restructuring credits and share-based compensation), as discussed above.

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Other

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Other segment.

	Three Months Ended September 30,
	2014						2013
	Amount			% of Net Revenues			Amount			% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	88,585			100	%	$	87,624			100	%	$	961
Technical and operating expenses (excluding depreciation, amortization and impairments shown below)		57,474			65			63,201			72			5,727
Selling, general and administrative expenses		71,282			80			72,540			83			1,258
Restructuring expense (credits)		(137	)		-			56			-			193
Depreciation and amortization (including impairments)		9,387			11			(1,127	)		(1	)		(10,514	)
Operating loss	$	(49,421	)		(56	)%	$	(47,046	)		(54	)%	$	(2,375	)

	Nine Months Ended September 30,
	2014						2013
	Amount			% of Net Revenues			Amount			% of Net Revenues			Favorable (Unfavorable)

Revenues, net	$	264,935			100	%	$	265,063			100	%	$	(128	)
Technical and operating expenses (excluding depreciation, amortization and impairments shown below)		172,702			65			195,609			74			22,907
Selling, general and administrative expenses		214,662			81			238,011			90			23,349
Restructuring expense (credits)		564			-			(582	)		-			(1,146	)
Depreciation and amortization (including impairments)		28,404			11			36,173			14			7,769
Operating loss	$	(151,397	)		(57	)%	$	(204,148	)		(77	)%	$	52,751

The following is a reconciliation of operating loss to AOCF deficit:

	Three Months Ended September 30,
	2014 Amount			2013 Amount			Favorable (Unfavorable)

Operating loss	$	(49,421	)	$	(47,046	)	$	(2,375	)
Share-based compensation		2,226			3,017			(791	)
Restructuring expense (credits)		(137	)		56			(193	)
Depreciation and amortization (including impairments)		9,387			(1,127	)		10,514
AOCF deficit	$	(37,945	)	$	(45,100	)	$	7,155

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	Nine Months Ended September 30,
	2014 Amount			2013 Amount			Favorable (Unfavorable)

Operating loss	$	(151,397	)	$	(204,148	)	$	52,751
Share-based compensation		6,449			10,290			(3,841	)
Restructuring expense (credits)		564			(582	)		1,146
Depreciation and amortization (including impairments)		28,404			36,173			(7,769	)
AOCF deficit	$	(115,980	)	$	(158,267	)	$	42,287

Revenues, net increased $961 (1%) for the three months ended September 30, 2014 and decreased $128 for the nine months ended September 30, 2014, as compared to revenues, net for the same periods in 2013. The net increases (decreases) are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014
Decrease in revenues at Newsday (from $63,856 to $61,785 for the three month period and $195,528 to $185,491 for the nine month period) due primarily to decreases in advertising revenues as a result of the continued challenging economic environment and competition from other media	$	(2,071	)	$	(10,037	)
Increase in revenues, primarily advertising revenues at News 12 Networks, partially offset by a decrease at other businesses		2,562			8,559
Intra-segment eliminations		470			1,350
	$	961		$	(128	)

Technical and operating expenses (excluding depreciation, amortization and impairments shown below) for the three and nine months ended September 30, 2014 decreased $5,727 (9%) and $22,907 (12%), respectively, as compared to the same periods in 2013. The net decreases are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014
Decrease in expenses due to reduced activities at certain businesses, including MSG Varsity (see discussion below)	$	(3,268	)	$	(14,954	)
Decrease in costs at Newsday (from $44,944 to $43,070 for the three month period and $135,867 to $129,698 for the nine month period) due primarily to lower newsprint and ink expenses and employee related costs		(1,874	)		(6,169	)
Other net decreases		(585	)		(1,784	)
	$	(5,727	)	$	(22,907	)

The activities of MSG Varsity have been significantly curtailed. Additionally, it is no longer an operating segment.

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Selling, general, and administrative expenses decreased $1,258 (2%) and $23,349 (10%) for the three and nine months ended September 30, 2014 as compared to the same periods in 2013. The net decreases are attributable to the following:

	Three Months			Nine Months
	Ended September 30, 2014
Decrease in expenses due to reduced activities at certain businesses, including MSG Varsity (see discussion above)	$	(3,026	)	$	(15,631	)
Increase (decrease) in corporate costs, primarily employee related costs, net of allocations to business units		2,303			(3,006	)
Decrease in expenses at Newsday (from $25,313 to $23,809 for the three month period and from $80,580 to $74,362 for the nine month period) due primarily to lower employee related, marketing, and property tax expenses		(1,504	)		(6,218	)
Other net increases		499			156
Intra-segment eliminations		470			1,350
	$	(1,258	)	$	(23,349	)

Prior to the Clearview Sale and the Bresnan Sale, we allocated certain corporate overhead, including share-based compensation expense and expenses related to Cablevision's long-term incentive plans aggregating $9,117 for the nine months ended September 30, 2013, to Clearview Cinemas (previously included in the Other segment) and Bresnan Cable (previously included in the Cable segment). Such expenses were not eliminated as a result of the Clearview Sale and the Bresnan Sale and have remained or have been reclassified to the Other segment.

Depreciation and amortization (including impairments) increased $10,514 for the three months ended September 30, 2014 and decreased $7,769 (21%) for the nine months ended September 30, 2014, respectively, as compared to the same periods in 2013. The net increase for the three month period related to an adjustment that reduced depreciation expense in the amount of $13,201 recorded in three month period ended September 2013 that related to prior periods as well as an increase in depreciation for new asset purchases occurring in 2014. These increases were partially offset by decreases due to certain assets becoming fully depreciated as well as a decrease in impairment charges in 2014 as compared to 2013 when the Company impaired $1,245 related primarily to equipment.

The net decrease for the nine months ended September 30, 2014 as compared to 2013 resulted from a decrease in impairment charges related primarily to equipment of $10,198 recorded in 2013, a decrease of $3,278 in amortization expense related primarily to the impairment of certain intangible assets recorded in 2013 at Newsday, and a decrease due to certain assets becoming fully depreciated. These decreases were partially offset by an adjustment relating to prior periods that reduced depreciation expense in the amount of $10,690 for the nine month period ended September 30, 2013 as well as an increase in depreciation for new asset purchases occurring in 2014.

Adjusted operating cash flow deficit decreased $7,155 (16%) and $42,287 (27%) for the three and nine months ended September 30, 2014, respectively, as compared to the same periods in 2013 (including Newsday's AOCF deficit of $4,021 and $15,367 for the three and nine months ended September 30, 2014 compared to AOCF deficit of $5,322 and $17,488 for the three and nine months ended September 30, 2013, respectively). The decreases in AOCF deficit were due primarily to a decrease in operating expenses (excluding depreciation and amortization, restructuring expense (credits) and share-based compensation), as discussed above.

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CSC HOLDINGS, LLC

The condensed consolidated statements of income of CSC Holdings are essentially identical to the condensed consolidated statements of income of Cablevision, except for the following:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net income attributable to Cablevision Systems Corporation stockholders	$	71,491		$	294,601		$	255,464		$	413,819
Interest expense relating to Cablevision senior notes included in Cablevision's condensed consolidated statements of income		55,685			56,908			167,083			170,631
Interest income related to cash held at Cablevision		(6	)		(8	)		(12	)		(42	)
Interest income included in CSC Holdings' consolidated statements of income related to interest on Cablevision's senior notes held by Newsday Holdings LLC (this interest income is eliminated in the condensed consolidated statements of income of Cablevision)		12,013			14,770			36,040			44,309
Write-off of deferred financing costs, net of gain on extinguishment of debt relating to Cablevision senior notes		-			2			611			2
Income tax benefit included in Cablevision's consolidated statements of income related to the items listed above		(30,194	)		(33,369	)		(88,310	)		(93,682	)
Income tax benefit recognized at Cablevision, not applicable to CSC Holdings		-			396			-			(607	)
Net income attributable to CSC Holdings, LLC's sole member	$	108,989		$	333,300		$	370,876		$	534,430

Refer to Cablevision's "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein.

CASH FLOW DISCUSSION

Continuing Operations - Cablevision Systems Corporation

Operating Activities

Net cash provided by operating activities amounted to $1,029,004 for the nine months ended September 30, 2014 compared to $813,593 for the nine months ended September 30, 2013. The 2014 cash provided by operating activities resulted from $897,505 of income before depreciation and amortization (including impairments) from continuing operations, $168,091 of non-cash items and $12,544 from a decrease in current and other assets. Partially offsetting these increases was a decrease in cash of $49,136 as a result of a decrease in accounts payable and other liabilities.

The 2013 cash provided by operating activities resulted from $738,440 of income before depreciation and amortization (including impairments), $85,323 of non-cash items and a $427 decrease in current and other assets. These increases were partially offset by a decrease in cash of $10,597 as a result of a decrease in accounts payable and other liabilities.

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The increase in cash provided by operating activities of $215,411 for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013 resulted from an increase in income from continuing operations before depreciation and amortization and other non-cash items of $241,833, partially offset by a decrease of $26,422 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2014 was $626,575 compared to $738,013 for the nine months ended September 30, 2013. The 2014 investing activities consisted primarily of $629,945 of capital expenditures ($521,026 of which relates to our Cable segment), partially offset by other net cash receipts of $3,370.

The 2013 investing activities consisted primarily of $740,944 of capital expenditures ($630,591 of which relates to our Cable segment), partially offset by other net cash receipts of $2,931.

Financing Activities

Net cash used in financing activities amounted to $289,925 for the nine months ended September 30, 2014 compared to $420,763 for the nine months ended September 30, 2013. In 2014, the Company's financing activities consisted primarily of repayments of credit facility debt of $975,323, dividend distributions to common stockholders of $120,513, payments to repurchase senior notes, including fees, of $27,173, payments of deferred financing costs of $14,273, principal payments on capital lease obligations of $11,208, payments of $6,608 related to the net share settlement of restricted stock awards, repayments of notes payable of $2,306, and distributions to non-controlling interests of $1,014, partially offset by proceeds from the issuance of senior notes of $750,000, net proceeds from collateralized indebtedness of $74,516, proceeds from stock option exercises of $43,679 and an excess tax benefit related to share-based awards of $298.

In 2013, the Company's financing activities consisted primarily of payments to repurchase senior notes, including premiums and fees, of $334,139, dividend distributions to common stockholders of $120,458, additions to deferred financings costs of $27,080, payments of $11,439 related to the net share settlement of restricted stock awards, principal payments on capital lease obligations of $11,341, distributions to non-controlling interests of $1,311, partially offset by the net proceeds from collateralized indebtedness of $49,293, net proceeds from credit facility debt of $16,884, proceeds from stock option exercises of $14,146 and an excess tax benefit related to share-based awards of $4,682.

Continuing Operations - CSC Holdings, LLC

Operating Activities

Net cash provided by operating activities amounted to $1,216,719 for the nine months ended September 30, 2014 compared to $1,003,193 for the nine months ended September 30, 2013. The 2014 cash provided by operating activities resulted from $1,012,917 of income before depreciation and amortization (including impairments) from continuing operations, a $127,588 decrease in current and other assets and a $79,908 increase in accounts payable and other liabilities. These increases were partially offset by non-cash items of $3,694.

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The 2013 cash provided by operating activities resulted from $859,658 of income before depreciation and amortization (including impairments), $50,770 of non-cash items, a $49,122 increase in accounts payable and other liabilities and a $43,643 decrease in current and other assets.

The increase in cash provided by operating activities of $213,526 for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013, resulted from an increase in income before depreciation and amortization (including impairments) from continuing operations and other non-cash items of $98,795 and an increase of $114,731 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items.

Investing Activities

The 2013 investing activities consisted primarily of $740,944 of capital expenditures ($630,591 of which relates to our Cable segment), partially offset by other net cash receipts of $2,931.

Financing Activities

Net cash used in financing activities amounted to $491,489 for the nine months ended September 30, 2014 compared to $570,231 for the nine months ended September 30, 2013. In 2014, the Company's financing activities consisted primarily of repayments of credit facility debt of $975,323, distributions to Cablevision of $316,350, payments of deferred financing costs of $14,273, principal payments on capital lease obligations of $11,208, repayments of notes payable of $2,306, and distributions to non-controlling interests of $1,014, partially offset by proceeds from the issuance of senior notes of $750,000, net proceeds from collateralized indebtedness of $74,516, and an excess tax benefit related to share-based awards of $4,469.

In 2013, the Company's financing activities consisted primarily of distributions to Cablevision of $331,705, payments to repurchase senior notes, including premiums and fees, of $308,673, additions to deferred financings costs of $27,080, principal payments on capital lease obligations of $11,341 and distributions to non-controlling interests of $1,311, partially offset by the net proceeds from collateralized indebtedness of $49,293, net proceeds from credit facility debt of $16,884 and an excess tax benefit related to share-based awards of $43,702.

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Discontinued Operations - Cablevision Systems Corporation and CSC Holdings, LLC

The net effect of discontinued operations on cash and cash equivalents amounted to a cash outflow of $870 for the nine months ended September 30, 2014 compared to a cash inflow of $836,871 for the nine months ended September 30, 2013.

Operating Activities

Net cash used in operating activities from discontinued operations amounted to $1,036 for the nine months ended September 30, 2014 compared to net cash provided by operating activities of $198,934 for the nine months ended September 30, 2013.

The 2013 cash provided by operating activities resulted from income of $378,366 before depreciation and amortization (including impairments), and an $8,148 increase in accounts payable and accrued liabilities. These increases were partially offset by $169,758 of non-cash items and an increase in current and other assets of $17,822.

Investing Activities

Net cash provided by investing activities of discontinued operations amounted to $166 and $644,779 for the nine months ended September 30, 2014 and 2013, respectively. The 2013 investing activities consisted primarily of proceeds from the Bresnan Sale and Clearview Sale aggregating $674,847, net of transaction costs, other net cash receipts of $12, partially offset capital expenditures of $30,080.

Financing Activities

Net cash used in financing activities of discontinued operations for the nine months ended September 30, 2013 of $38,735 represented repayments of credit facility debt.

LIQUIDITY AND CAPITAL RESOURCES

Cablevision

Cablevision has no operations independent of its subsidiaries. Cablevision's outstanding securities consist of Cablevision NY Group ("CNYG") Class A common stock, CNYG Class B common stock and approximately $3,419,000 of debt securities, including approximately $2,808,000 face value of debt securities held by third party investors and approximately $611,000 held by Newsday Holdings LLC. The $611,000 of notes are eliminated in Cablevision's consolidated financial statements and are shown as senior notes due from Cablevision in the consolidated equity of CSC Holdings.

Funding for Our Debt Service Requirements

Funding for the debt service requirements of our debt securities is provided by our subsidiaries' operations, principally CSC Holdings, as permitted by the covenants governing CSC Holdings' credit agreements and indentures. Funding for our subsidiaries is generally provided by cash flow from operations, cash on hand, and borrowings under the Restricted Group (as later defined) revolving credit facility, and the proceeds from the issuance of securities in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand and borrowings under the Restricted Group revolving credit facility will be based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility. Moreover, we will monitor the credit markets and may seek opportunities to issue debt, the proceeds of which could be used to meet our future cash funding requirements. We have accessed the debt markets for significant amounts of capital in the past and expect to do so in the future.

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We have assessed our ability to repay our scheduled debt maturities over the next 12 months and we currently believe that a combination of cash on hand, cash generated from operating activities and availability under the Restricted Group revolving credit facility, should provide us with sufficient liquidity to repay such scheduled current debt maturities in the next 12 months totaling $99,898 under our credit facilities, senior notes, capital leases, and notes payable as of September 30, 2014. However, competition and market disruptions or a deterioration in economic conditions could lead to lower demand for our products, such as cable television services, as well as lower levels of television and newspaper advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe that amounts available under the Restricted Group revolving credit facility will be available when, and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions. The obligations of the financial institutions under the Restricted Group revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.

In the longer term, we do not expect to be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we will be dependent upon our ability to access the capital and credit markets. We will need to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing or eliminating dividend payments and stock repurchases or other discretionary uses of cash.

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Debt Outstanding

The following table summarizes our outstanding debt (excluding accrued interest), as well as interest expense and capital expenditures as of and for the nine months ended September 30, 2014:

	Restricted Group		Newsday LLC^(a)		Other Entities		Total CSC Holdings		Cablevision		Eliminations^(b)			Total Cablevision

Credit facility debt	$	2,315,869	$	480,000	$	-	$	2,795,869	$	-	$	-		$	2,795,869
Senior notes and debentures		3,061,424		-		-		3,061,424		3,413,964		(611,455	)		5,863,933
Collateralized indebtedness relating to stock monetizations		-		-		986,183		986,183		-		-			986,183
Capital lease obligations		44,995		499		-		45,494		-		-			45,494
Notes payable		26,826		-		-		26,826		-		-			26,826
Total debt	$	5,449,114	$	480,499	$	986,183	$	6,915,796	$	3,413,964	$	(611,455	)	$	9,718,305

Interest expense	$	215,530	$	14,139	$	33,993	$	263,662	$	203,123	$	(36,040	)	$	430,745
Capital expenditures	$	618,307	$	4,141	$	7,497	$	629,945	$	-	$	-		$	629,945

(a)

CSC Holdings has guaranteed Newsday LLC's obligation under its credit facility, which amounted to $480,000 at September 30, 2014. For purposes of the Restricted Group credit facility and indentures, guarantees are treated as indebtedness. The total debt for the Restricted Group reflected in the table above does not include the $480,000 guarantee.

(b)	Represents the elimination of the senior notes issued by Cablevision and held by Newsday Holdings LLC.

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The following table provides details of our outstanding credit facility debt as of September 30, 2014 and December 31, 2013:

		Interest Rate at			Amounts Payable on or prior to		Carrying Value at
	Maturity Date	September 30, 2014			September 30, 2015		September 30, 2014		December 31, 2013

Restricted Group:
Revolving loan facility	April 17, 2018		-		$	-	$	-	$	-
Term A loan facility	April 17, 2018		1.90	%		47,926		946,528		958,510
Term B loan facility^(a)	April 17, 2020		2.65	%		13,923		1,369,341		2,327,635
Restricted Group credit facility debt						61,849		2,315,869		3,286,145

Newsday:
Floating rate term loan facility	October 12, 2016		3.65	%		-		480,000		480,000

Total credit facility debt					$	61,849	$	2,795,869	$	3,766,145

(a)	The unamortized discount related to the Term B loan facility amounted to $5,568 and $10,615 at September 30, 2014 and December 31, 2013, respectively.

Restricted Group

CSC Holdings and those of its subsidiaries which conduct our cable television video, high-speed data, and our VoIP services operations, as well as Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market, comprise the "Restricted Group" as they are subject to the covenants and restrictions of the credit facility and indentures governing the notes and debentures issued by CSC Holdings. In addition, the Restricted Group is also subject to the covenants of the debt issued by Cablevision.

Sources of cash for the Restricted Group include primarily cash flow from the operations of the businesses in the Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets and, from time to time, distributions or loans from its subsidiaries. The Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of its digital video, high-speed data and voice services (including enhancements to its service offerings such as WiFi); debt service, including distributions made to Cablevision to service interest expense and principal repayments on its debt securities; distributions to Cablevision to fund dividends paid to stockholders of CNYG Class A and CNYG Class B common stock; distributions to Cablevision to fund share repurchases and senior note repurchases; other corporate expenses and changes in working capital; and investments that it may fund from time to time. We currently expect that the net funding and investment requirements of the Restricted Group for the next 12 months will be met with one or more of the following: cash on hand, cash generated by operating activities and available borrowings under the Restricted Group's revolving credit facility.

The Restricted Group has a credit agreement which provides for (1) a revolving credit facility, (2) a Term A facility, and (3) a Term B facility. At September 30, 2014, $71,509 of the revolving loan facility was restricted for certain letters of credit issued on behalf of CSC Holdings and $1,428,491 of the revolving loan facility was undrawn and available, subject to covenant limitations, to be drawn to meet the net funding and investment requirements of the Restricted Group.

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Our Annual Report on Form 10-K for the year ended December 31, 2013 contains a further description of the Restricted Group credit facility, including the principal financial covenants.

Newsday LLC

We currently expect that net funding and investment requirements for Newsday LLC for the next 12 months will be met with one or more of the following: cash on hand, cash generated by operating activities, interest income from the Cablevision senior notes held by Newsday Holdings LLC, capital contributions and intercompany advances.

Our Annual Report on Form 10-K for the year ended December 31, 2013 contains a further description of the Newsday LLC credit facility, including the principal financial covenants.

Capital Expenditures

The following table provides details of the Company's capital expenditures for continuing operations for the three and nine months ended September 30, 2014 and 2013:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Capital Expenditures

Consumer premise equipment	$	63,895	$	48,894	$	188,890	$	210,981
Scalable infrastructure		48,259		111,398		167,118		242,579
Line extensions		3,604		7,451		12,268		21,401
Upgrade/rebuild		12,737		9,470		32,128		26,467
Support		39,951		32,011		120,622		129,163
Total Cable		168,446		209,224		521,026		630,591
Lightpath		28,434		29,211		81,401		81,949
Other		7,872		6,659		27,518		28,404
	$	204,752	$	245,094	$	629,945	$	740,944

Capital expenditures for the three and nine months ended September 30, 2014 decreased $40,342 (16%) and $110,999 (15%), respectively, as compared to the same periods in 2013. For the nine months ended September 30, 2014, these decreases are primarily related to lower spending on various network projects and lower purchases of customer premise and other equipment.

Monetization Contract Maturities

During the next 12 months, monetization contracts covering 10,738,809 shares of Comcast common stock held by us will mature. We intend to settle such transactions by either delivering shares of the Comcast common stock and the related equity derivative contracts or by delivering cash from the net proceeds of new monetization transactions.

Other Events

Repayment of Credit Facility Debt – CSC Holdings

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Issuance of Debt Securities – CSC Holdings

Repurchases of Senior Notes – Cablevision

Common Stock Repurchases

Cablevision's Board of Directors has authorized the repurchase of up to a total of $1,500,000 CNYG Class A common stock. During the nine months ended September 30, 2014, Cablevision did not repurchase any shares. Since inception through September 30, 2014, Cablevision repurchased an aggregate of 45,282,687 shares for a total cost of $1,044,678, including commissions of $453. These acquired shares have been classified as treasury stock in Cablevision's consolidated balance sheets. As of September 30, 2014, Cablevision had $455,322 of availability remaining under its stock repurchase authorizations.

Dividends

During the nine months ended September 30, 2014, the Board of Directors of Cablevision declared and paid the following cash dividends to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock:

Declaration Date	Dividend Per Share		Record Date	Payment Date

February 25, 2014	$	0.15	March 14, 2014	April 3, 2014
May 6, 2014	$	0.15	May 23, 2014	June 13, 2014
July 29, 2014	$	0.15	August 15, 2014	September 5, 2014

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●

Cablevision's dividends paid;

●

Cablevision's interest payments on its senior notes;

●

Cablevision's repurchases of certain outstanding senior notes; and

●

Cablevision's payments for the acquisition of treasury shares related to statutory minimum tax withholding obligations upon the vesting of certain restricted shares.

Commitments and Contingencies

As of September 30, 2014, the Company's commitments and contingencies for continuing operations not reflected on the Company's condensed consolidated balance sheet decreased to approximately $6,426,000 as compared to approximately $6,881,000 at December 31, 2013. This decrease relates primarily to payments made pursuant to programming commitments, partially offset by operating lease commitments and renewed multi-year programming agreements entered into during the nine months ended September 30, 2014.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. ASU No. 2014-12 becomes effective for the Company on January 1, 2016 with early adoption permitted. The Company does not expect that ASU No. 2014-12 will have any impact on the Company's consolidated financial statements upon adoption.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective and allows the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. ASU No. 2014-09 becomes effective for the Company on January 1, 2017. The Company has not yet completed its evaluation of the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures.

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in ASU No. 2014-08 change the criteria for reporting discontinued operations while enhancing certain disclosures. Under ASU No. 2014-08, only disposals representing a strategic shift that has (or will have) a major effect on an entity's operations and financial results should be presented as discontinued operations. In addition, ASU No. 2014-08 requires expanded disclosures about discontinued operations and disposals of individually significant components that do not qualify as discontinued operations. ASU No. 2014-08 will be effective for the Company on January 1, 2015 with early adoption permitted.

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Managing our Interest Rate and Equity Price Risk

Interest Rate Risk

Interest rate risk is primarily a result of exposures to changes in the level, slope and curvature of the yield curve, the volatility of interest rates and credit spreads. Our exposure to interest rate risk results from changes in short-term interest rates. Interest rate risk exists primarily with respect to our credit facility debt, which bears interest at variable rates. The carrying value of our outstanding credit facility debt at September 30, 2014 amounted to $2,795,869. To manage interest rate risk, we have from time to time entered into various interest rate swap contracts to adjust the proportion of total debt that is subject to variable interest rates. Such contracts effectively fixed the borrowing rates on our floating rate debt to limit the exposure against the risk of rising rates. We did not have any interest swap contracts in place at September 30, 2014. We do not enter into interest rate swap contracts for speculative or trading purposes. See discussion above for further details of our credit facility debt and Item 3 "Quantitative and Qualitative Disclosures About Market Risk" below for a discussion regarding the fair value of our debt.

Equity Price Risk

We have entered into derivative contracts to hedge our equity price risk and monetize the value of our shares of common stock of Comcast. These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing us to retain upside appreciation from the hedge price per share to the relevant cap price. If any one of these contracts is terminated prior to its scheduled maturity date due to the occurrence of an event specified in the contract, we would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date. As of September 30, 2014, we did not have an early termination shortfall relating to any of these contracts. The underlying stock and the equity collars are carried at fair value on our condensed consolidated balance sheets and the collateralized indebtedness is carried at its principal value. See "Quantitative and Qualitative Disclosures About Market Risk" for information on how we participate in changes in the market price of the stocks underlying these derivative contracts.

All of our monetization transactions are obligations of our wholly-owned subsidiaries that are not part of the Restricted Group; however, CSC Holdings provides guarantees of the subsidiaries' ongoing contract payment expense obligations and potential payments that could be due as a result of an early termination event (as defined in the agreements). The guarantee exposure approximates the net sum of the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and the equity collar. All of our equity derivative contracts are carried at their current fair value on our condensed consolidated balance sheets with changes in value reflected in our condensed consolidated statements of income, and all of the counterparties to such transactions currently carry investment grade credit ratings.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

All dollar amounts, except per share data, included in the following discussion under this Item 3 are presented in thousands.

Equity Price Risk

We are exposed to market risks from changes in certain equity security prices. Our exposure to changes in equity security prices stems primarily from the shares of Comcast common stock we hold. We have entered into equity derivative contracts consisting of a collateralized loan and an equity collar to hedge our equity price risk and to monetize the value of these securities. These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing us to retain upside appreciation from the hedge price per share to the relevant cap price. The contracts' actual hedge prices per share vary depending on average stock prices in effect at the time the contracts were executed. The contracts' actual cap prices vary depending on the maturity and terms of each contract, among other factors. If any one of these contracts is terminated prior to its scheduled maturity date due to the occurrence of an event specified in the contract, we would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date. As of September 30, 2014, we did not have an early termination shortfall relating to any of these contracts.

The underlying stock and the equity collars are carried at fair value on our condensed consolidated balance sheets and the collateralized indebtedness is carried at its principal value. The carrying value of our collateralized indebtedness amounted to $986,183 at September 30, 2014. At maturity, the contracts provide for the option to deliver cash or shares of Comcast common stock, with a value determined by reference to the applicable stock price at maturity.

As of September 30, 2014, the fair value and the carrying value of our holdings of Comcast common stock aggregated $1,155,066. Assuming a 10% change in price, the potential change in the fair value of these investments would be approximately $115,507. As of September 30, 2014, the net fair value and the carrying value of the equity collar component of the equity derivative contracts entered into to partially hedge the equity price risk of our holdings of Comcast common stock aggregated $30,130, a net liability position. For the nine months ended September 30, 2014, we recorded a net gain of $19,715 related to our outstanding equity derivative contracts and recorded an unrealized gain of $38,982 related to the Comcast common stock that we held during the period.

Fair Value of Equity Derivative Contracts

Fair value as of December 31, 2013, net liability position	$	(143,562	)
Change in fair value, net		19,715
Settlement of contracts		93,717
Fair value as of September 30, 2014, net liability position	$	(30,130	)

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The maturity, number of shares deliverable at the relevant maturity, hedge price per share, and the lowest and highest cap prices received for the Comcast common stock monetized via an equity derivative prepaid forward contract are summarized in the following table:

# of Shares				Hedge Price		Cap Price^(b)
Deliverable		Maturity		per Share^(a)		Low		High


	13,407,684		2015	$	38.68 - $49.01	$	49.57	$	58.81
	8,069,934		2016	$	48.93 - $53.62	$	58.72	$	69.70

(a)	Represents the price below which we are provided with downside protection and above which we retain upside appreciation. Also represents the price used in determining the cash proceeds payable to us at inception of the contracts.

(b)	Represents the price up to which we receive the benefit of stock price appreciation.

Fair Value of Debt: Based on the level of interest rates prevailing at September 30, 2014, the fair value of our fixed rate debt of $7,266,679 was more than its carrying value of $6,876,942 by $389,737. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. Our floating rate borrowings bear interest in reference to current LIBOR-based market rates and thus their carrying values approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at September 30, 2014 would increase the estimated fair value of our fixed rate debt by $302,609 to $7,569,288. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of Cablevision's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under SEC rules). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of September 30, 2014.

Changes in Internal Control

During the nine months ended September 30, 2014, there were no changes in the Company's internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

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PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Refer to Note 13 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our legal proceedings.

Item 6.

Exhibits

(a)	Index to Exhibits.

	31.1	Section 302 Certification of the CEO.

	31.2	Section 302 Certification of the CFO.

	32	Section 906 Certifications of the CEO and CFO.

	101	The following financial statements from Cablevision Systems Corporation's and CSC Holdings, LLC's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 6, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Combined Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

		CABLEVISION SYSTEMS CORPORATION
		CSC HOLDINGS, LLC

Date:	November 6, 2014		/s/ Gregg G. Seibert
		By:	Gregg G. Seibert as Vice Chairman and Chief Financial Officer of Cablevision Systems Corporation and CSC Holdings, LLC